Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 days following the ClosingThe Purchase Price shall be increased for lease payments made by Sellers pursuant to those Assumed Contracts set forth on Schedule 3.4(a) in respect of lease payments due and payable on or after January 1, the Buyer shall prepare and deliver2003, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forthas follows: (i) the Buyer’s determination Cash Consideration shall be increased by $1.00 for each $1.00 of lease payments set forth on Schedule 3.4(a) made by Seller, not to exceed $2 million in the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), aggregate; and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation with respect to lease payments in excess of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained $2 million in the Preliminary Adjustment Amount that were not collected aggregate, the Cash Consideration shall be increased by Buyer within the thirty (30$0.75 for each $1.00 of lease payments set forth on Schedule 3.4(a) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)made by Seller. (b) The Purchase Price may be reduced at the Closing, at Buyer's election, on the basis of the Estimated Net Receivables Amount and the Estimated Inventory Value set forth on the Closing Financial Certificate delivered by the Company pursuant to Section 7.17. If the Estimated Net Receivables Amount plus the Estimated Inventory Value (the "Estimated Working Capital Amount") is less than $450 million, then Buyer may, at Buyer's election, reduce the Cash Consideration to be paid to Sellers at the Closing by the amount of such shortfall (the "Estimated Working Capital Adjustment"). (c) The Purchase Price shall be adjusted pursuant to subsection (e) of this Section 3.4 after the Closing. Within fifteen sixty (1560) days following the Closing Date, Buyer shall prepare and deliver to the Company a Notice (the "Statement") setting forth the Net Receivables Amount and the Inventory Value (together, the "Closing Date Items"), as of the close of business on the Closing Date. The Closing Date Items shall be determined in accordance with GAAP and the same accounting principles, procedures and methods that were used to prepare the Company Financial Statements. After the Closing Date, at Buyer's request, the Company and each of the other Sellers shall assist Buyer and its Representatives in the preparation of the Statement and shall provide Buyer and its Representatives any information reasonably requested and shall further provide them with access at all reasonable times during regular business hours and upon reasonable notice to personnel, books and records of the Company and each of the other Sellers for such purpose. (d) Unless the Company notifies Buyer in writing within 30 days after Buyer's delivery of the Statement of any objection to any component of the computation of the Closing Items set forth therein (the "Objection Notice"), such computation shall be final and binding. The Objection Notice shall specify the amount of and the basis for the objections set forth therein. The Objection Notice shall include only objections based on (i) mathematical errors in computation of the Closing Date Items, or (ii) Closing Date Items not having been prepared in accordance with GAAP or the same accounting principles, procedures and methods that were used to prepare the Company Financial Statements. If Buyer and the Company cannot resolve any such objections, then such objections shall be resolved by an independent nationally recognized accounting firm reasonably acceptable to Buyer and the Company (the "Independent Accounting Firm"). The determination of the Independent Accounting Firm shall be made as promptly as practicable, and in no event later than 75 days after delivery of the Closing ScheduleStatement, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it and shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, final and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree binding on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties heretoparties, absent fraud or manifest error, which error may only be corrected by such Independent Accounting Firm. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the The fees and expenses of the Independent AuditorAccounting Firm shall be paid one-half by Buyer and one-half by the Company. (e) If the aggregate amount of Accounts Receivable included in the Acquired Assets (excluding the amount of Accounts Receivable of National Steel Pellet Company included in the Acquired Assets) minus (i) the aggregate amount of Accounts Payable included in the Assumed Liabilities (excluding the amount of Accounts Payable of National Steel Pellet Company included in the Assumed Liabilities) and (ii) the Company Reserves (excluding the amount of Company Reserves related to National Steel Pellet Company) (the "Net Receivables Amount"), plus the Inventory Value (excluding the Inventory Value of the Inventory of National Steel Pellet Company included in the Acquired Assets) (the "Working Capital Amount") is less than $450 million then the Purchase Price shall be decreased by the amount of the shortfall (the "Working Capital Adjustment"). Any Working Capital Adjustment resulting from this Section 3.4(e) shall be offset by any reduction to the Purchase Price made at the Closing based on the Estimated Working Capital Adjustment. (f) The amount of the Working Capital Adjustment shall be paid on the Adjustment Payment Date. The "Adjustment Payment Date" shall be the date that is 35 days after the delivery of the Statement; provided, however, if Sellers dispute the Statement, the Adjustment Payment Date shall be the date that is 15 days after the final determination of the Closing Date Items in accordance with the provisions of Section 3.4(d).

Purchase Price Adjustment. Attached hereto as Schedule 2.4 is a balance sheet reflecting the Working Capital of the Business and the Purchased Assets as of March 31, 2001, as agreed upon by Buyer and the Seller Parties. At least five (a5) Within 90 days following the Business Days prior to Closing, (i) the Seller Parties shall cause to be delivered to Buyer a detailed written determination of the estimated Closing Date balance sheet reflecting the Working Capital of the Business and the Purchased Assets as of the Closing (the "Estimated Closing Date Balance Sheet") which estimate shall be attached as an Exhibit to the closing statement prepared by the Buyer and the Sellers with respect to the transactions contemplated hereby (the "Closing Statement"), and (ii) the Buyer and the Sellers shall estimate by mutual agreement the amount of the adjustment to the Closing Date Purchase Price as of the Closing Date based upon any difference equal to or greater than five percent (5%) between the Schedule 2.4 and the Estimated Closing Date Balance Sheet other than differences arising in the ordinary course consistent with past practice, and including with respect to the payment of payables only those which are current (within 30 days) (such estimated amount is referred to herein as the "Estimated Amount"). Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver, or cause deliver to be prepared and delivered, to the Seller Sellers a statement determination (the “Closing Schedule”"Determination") setting forth: (i) the Buyer’s determination of the actual amounts amount of the adjustment to the Closing Date Purchase Price (A) which actual amount is referred to herein as the Adjustment "Preliminary Actual Amount"), including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”)basis for such Determination set forth in reasonable detail, and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date prepared in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained items included in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing Schedule 2.4 and the accounts receivable existing at the Estimated Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing ScheduleDate Balance Sheet. If, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days after the date on which the Determination is delivered to Sellers, Sellers shall not have given written notice to Buyer setting forth in reasonable detail any objection of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is deliveredSellers to such Determination, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution Determination shall be final, conclusive final and binding upon the parties hereto, absent fraud or manifest error. To Parties and the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer Preliminary Actual Amount shall be entitled deemed the "Final Actual Amount". In the event that Sellers give written notice of any objection to payment out of such Determination within such 30-day period, Buyer and Sellers shall use all reasonable efforts to resolve the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) dispute within thirty (30) business days following the receipt by Buyer of such resolution. written notice from the Sellers. If the Parties are unable to reach an agreement as to the actual adjustment to the Closing Date Purchase Price within such 30-day period, the matter shall be submitted to a mutually agreed upon "big five" certified public accounting firm (ethe "Settlement Accountant") Each for determination of the Seller Final Actual Amount to be made within 45 days after submission, and the Buyer shall pay fifty percent (50%) determination of the Settlement Accountant shall be final and binding upon Buyer and the Seller Parties. Buyer and Sellers shall contribute equally to all costs (including fees and expenses charged by the Settlement Accountant) in connection with the resolution of any such dispute. If the Independent AuditorFinal Actual Amount is higher than the Estimated Amount so that the Consideration paid to Sellers pursuant to Section 2.1 should have been reduced at the Closing, then such amount shall be deemed to be Indemnifiable Damages under Article X hereof and Buyer may set off against and recoup from any Cash Holdback Amount the difference between the Final Actual Amount and the Estimated Amount or take any other action or exercise any other remedy available to it by appropriate legal proceedings to recover such amount.

Purchase Price Adjustment. (a) Within 90 At least ten (10) calendar days following prior to the Closing Date, the Seller shall prepare and deliver to the Buyer in good faith its estimate of the Adjusted Purchase Price, if any (the "Estimated Adjusted Purchase Price") showing the individual and cumulative effect of all adjustments contemplated by this Section 1.4 for Buyer's review and comment. At the Closing, the Buyer Purchase Price shall prepare and deliverbe adjusted to reflect the Estimated Adjusted Purchase Price, or cause subject to be prepared and delivered, to the Seller a statement (the “further adjustment post-Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected contemplated by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”Section 1.4(b). (b) Within fifteen thirty (1530) calendar days after delivery following the Closing Date (or if on the Closing Date the Company shall not yet have received a Final Order approving the Planned Rate Initiative (as defined in Exhibit 1.4) that is not yet filed on the date of this Agreement and that is budgeted to exceed 10% of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of DisagreementTarget Amount for Rate Initiatives, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) calendar days following the date that such Final Order is received but in no event later than April 10, 2004), the Seller shall prepare and deliver to the Buyer in good faith a Final Closing Statement setting forth the Adjusted Purchase Price as finally determined by the Seller in accordance with this Section 1.4 (the "Final Closing Statement"). For purposes of the delivery Final Closing Statement, the Planned Rate Initiative that is not yet filed on the date of this Agreement and that is budgeted to exceed 10% of the Notice Target Amount for Rate Initiatives that has received a Final Order after the Closing Date but prior to March 30, 2004 (a "Post-Closing Rate Initiative") shall be treated for purposes of Concurrence. determining "Adjustment #4 regarding Rate Initiatives" as contemplated on Exhibit 1.4 as if such Planned Rate Initiative had occurred prior to Closing. Within fifteen (d15) If a Notice calendar days following the Buyer's receipt of Disagreement is deliveredthe Final Closing Statement, then the Buyer may object in good faith to the Adjusted Purchase Price in writing. In the event of any such objection, the Buyer and the Seller and shall attempt to resolve their differences by negotiation. If such parties are unable to do so within thirty (30) calendar days following Seller's receipt of the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such periodBuyer's objection, the Seller and the Buyer are unable to reach agreement, they promptly shall engage appoint a nationally recognized certified public accounting firm reasonably mutually acceptable to each of the Seller and the Buyer, which shall, at the Seller's and the Buyer's joint expense, review the Final Closing Statement and determine the Adjusted Purchase Price within thirty (30) calendar days of such party (appointment. The Seller and the “Independent Auditor”) Buyer agree to resolve the disagreement, cooperate with such accounting firm and any provide it with such resolution information as it reasonably requests to enable it to make such determination. The finding of such accounting firm shall be final, conclusive and binding upon on the parties hereto. Upon determination by agreement of the Seller and the Buyer or by binding determination of said accounting firm of the Adjusted Purchase Price, absent fraud or manifest error. To (i) if the extent Adjusted Purchase Price exceeds the Final Closing Payment as determined by the Independent Auditor is less than the Closing PaymentEstimated Adjusted Purchase Price (such excess amount, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment"Deficiency"), the Buyer shall pay to the Seller the full amount of Deficiency, or (ii) if the Estimated Adjusted Purchase Price exceeds the Adjusted Purchase Price (such excess amount, the "Excess"), the Seller shall pay to the Buyer the Excess. Any portion of any Deficiency or Excess owed hereunder shall be paid to the Party or Parties owed the same by the Party or Parties owing the same by wire transfer in immediately available funds to an account designated by the Party or Parties owed the same no later than five (with such payment being in shares of Buyer Common Stock priced at $1.50 per share5) within thirty (30) business days of such resolution. (e) Each following the determination by agreement of the Seller and the Buyer shall pay fifty percent (50%) or by binding determination of said accounting firm of the fees Adjusted Purchase Price, and expenses such excess or deficiency payment shall be accompanied by an additional payment of interest, calculated with a 4% annual interest rate from the Independent Auditordate of Closing to the date of payment under this provision (except that any amount payable resulting from the Post-Closing Rate Initiative shall be disregarded for purposes of calculating such interest payment).

Purchase Price Adjustment. (a) Within 90 days following The Purchase Price shall be adjusted after the Closing, Closing in accordance with this Section 2.04 based upon the Buyer shall prepare and deliver, or cause to be prepared and delivered, to Working Capital as of the Seller a statement Closing Date (the “Final Working Capital”). For purposes hereof, the statement of the Final Working Capital, together with the calculation of the Purchase Price pursuant to this Section 2.04, shall be referred to as the “Closing ScheduleStatement.” (b) setting forth: If (i) the Buyer’s Purchase Price Adjustment as finally determined in accordance with this Section 2.04 is greater than zero, Purchaser shall pay to Seller the Purchase Price Adjustment or (ii) the Purchase Price Adjustment as finally determined in accordance with this Section 2.04 is less than zero, Seller shall pay to Purchaser the Purchase Price Adjustment, in either case by wire transfer, within three Business Days after the final determination of the actual amounts Purchase Price, of (A) immediately available U.S. Dollar funds to an account designated by the Adjustment Amountparty receiving payment, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time plus interest on such amount accrued from the Closing Date without taking into account to the date of such payment at the prime rate applicable from time to time as announced by Citibank, N.A. (c) As promptly as practicable (and in any event within 75 days after the Closing), Purchaser shall prepare and deliver to Seller the Closing Statement prepared in accordance with this Section 2.04. If Seller disagrees with the determination of the transactions Closing Statement, Seller shall notify Purchaser of such disagreement within 30 days after delivery of the Closing Statement (such notice, the “Disagreement Notice”). The Disagreement Notice shall set forth, in reasonable detail, any disagreement with, and any requested adjustment to, the Closing Statement. Matters as to which Seller may submit disagreements (and the Disagreement Notice) shall be completed limited to whether the Closing Statement delivered by Purchaser was calculated in accordance with US GAAP and prepared on the basis of, and using the same accounting principles, methodologies and policies reflected in, Exhibit I, and Seller shall not be entitled to submit disagreements on any other basis (including as to whether such principles, methodologies and policies are or were appropriate). If Seller fails to deliver the Disagreement Notice by the end of such 30-day period, Seller shall be deemed to have accepted the Closing Date Statement delivered by Purchaser. Matters included in the calculations in the Closing Statement to which Seller does not object in the Disagreement Notice shall be deemed accepted by Seller and shall not be subject to further dispute or review. During the period prior to Seller’s delivery of any Disagreement Notice, Seller shall have reasonable access to all documents, schedules and workpapers used by Purchaser in the preparation of the Closing Statement. Purchaser and Seller shall negotiate in good faith to resolve any such disagreement with respect to the Closing Statement, and any resolution agreed to in writing by Purchaser and Seller shall be final and binding upon the parties. (d) If Purchaser and Seller are unable to resolve any disagreement as contemplated by paragraph (c) of this Section 2.04 within 30 days after delivery of a Disagreement Notice by Seller, Purchaser and Seller shall jointly select a partner at a mutually agreeable accounting firm to resolve such disagreement. If Purchaser and Seller are unable to reach agreement on the identity of such a partner within 20 days after the expiration of such 30-day period, either party may request that a partner at a nationally recognized accounting firm be appointed by the American Arbitration Association. The individual so selected shall be referred to herein as the “Accounting Arbitrator.” The Accounting Arbitrator shall determine, based solely on the provisions of this Agreement and the presentations by Purchaser and Seller and their respective representatives, and not by independent review, the appropriate amount, inclusion or omission of the items and amounts set forth in the Closing Statement as to which Purchaser and Seller have not resolved a disagreement identified in the Disagreement Notice (and only such matters). In resolving any such disputed item, the Accounting Arbitrator shall 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. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Arbitrator to deliver to the parties, as promptly as practicable (and in no event later than 30 days after his or her appointment), a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it Such report shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive final and binding upon the parties hereto, absent fraud or manifest errorparties. To In the extent event the Final Closing Payment Accounting Arbitrator concludes that Seller was correct as determined to a majority (by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out dollar amount) of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Paymentdisputed items, the Buyer then Purchaser shall pay the Accounting Arbitrator’s fees, costs and expenses. In the event the Accounting Arbitrator concludes that Purchaser was correct as to a majority (by dollar amount) of the disputed items, then Seller shall pay the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionAccounting Arbitrator’s fees, costs and expenses. (e) Each of Purchaser and Seller agree that any payments made pursuant to this Section 2.04 shall be allocated in a manner consistent with the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditorallocation referred to in Section 2.03(d).

Purchase Price Adjustment. (a) Within 90 ninety (90) calendar days following after the ClosingClosing Date, the Buyer Parent shall prepare and deliver, or cause to be prepared and delivered, deliver to the Seller Member Representative a statement (the “Post-Closing ScheduleStatement”) setting forth: of its good faith determination of the following: (i) Closing Net Working Capital, (ii) Closing Indebtedness (which shall include the Buyer’s determination amount of the actual amounts of any Payoff Debt), (Aiii) the Adjustment AmountBalance Sheet Adjustment, including (iv) Transaction Expenses, (v) the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”)Adjusted Purchase Price, and (Bvi) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any Cash Purchase Price. In connection with Parent’s preparation of the transactions Post-Closing Statement, Holdings, the Management Sellers and Member Representative shall afford, and shall cause each Acquired Entity and its Subsidiaries to be completed on afford, to Parent and any Representatives retained by Parent in connection with the preparation of the Post-Closing Date Statement in accordance with this Section 2.14, full access during normal business hours upon reasonable advance notice to all the terms properties, books, contracts, personnel, Representatives (including the accountants of this Agreement; the Acquired Entities) and records of the Acquired Entities, each Subsidiary of the Acquired Entities and such Representatives (iiincluding, in the event Parent and its applicable Representatives shall sign a release and non-reliance letter in a form customarily requested by the accountants of the Acquired Entities, the work papers of the accountants of the Acquired Entities) a calculation of any adjustments relevant to the preparation of the Post-Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a Statement and calculation of the accounts receivable contained Final Adjusted Purchase Price in accordance with this Section 2.14. For the Preliminary Adjustment Amount that were not collected avoidance of doubt, the Management Sellers shall cooperate with Parent and its Representatives in connection with any reasonable requests by Buyer within Parent or its Representatives in connection with Parent’s preparation of the thirty (30) days immediately following Post-Closing Statement and calculation of the Closing and the accounts receivable existing at the Closing but not taken into account Final Adjusted Purchase Price in calculating the Adjustment Amount (the “Excluded AR”)accordance with this Section 2.14. (b) Within fifteen The Post-Closing Statement shall become final and binding upon the parties on the thirtieth (1530th) days after delivery day following the date on which the Post-Closing Statement was delivered to the Member Representative, unless the Member Representative delivers written notice of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring its disagreement with the Post-Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith Statement (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature and amount of any disagreement so asserted and (ii) only include good faith disagreements based on the components of the Post-Closing Statement not being mathematically correct or prepared in accordance with this Section 2.14 and the definitions of Closing Net Working Capital, Closing Indebtedness (which shall include the amount of any Payoff Debt), Balance Sheet Adjustment, Transaction Expenses, Adjusted Purchase Price and Cash Purchase Price (and the definitions in such definitions). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is deliveredreceived by Parent in a timely manner, then the Seller and the Buyer shall, during the 15Post-day period following such delivery Closing Statement (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly as revised in accordance with this sentence) shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive become final and binding upon the parties hereto, absent fraud or manifest error. To Members and Parent on the extent earlier of (i) the Final Closing Payment as determined date the Member Representative and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Independent Auditor is less than Accounting Firm pursuant to this Section 2.14(b). During the Closing Paymentthirty (30)-day period following the delivery of a Notice of Disagreement, the Buyer Member Representative and Parent shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If at the end of such thirty (30)-day period the Member Representative and Parent have not resolved in writing the matters specified in the Notice of Disagreement, the Member Representative and Parent shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration, in accordance with the standards set forth in this Section 2.14(b), only such matters specified in the Notice of Disagreement that remain in dispute. The Accounting Firm shall be entitled Ernst & Young LLP or, if such firm is unable or unwilling to payment out of the Royalty Consideration in the full amount of act, such shortfall. To the extent the Final Closing Payment other nationally recognized independent public accounting firm as determined shall be agreed upon by the Independent Auditor is more than Member Representative and Parent in writing. The Member Representative and Parent shall use reasonable efforts to cause the Closing Payment, Accounting Firm to render a written decision resolving the Buyer shall pay matters submitted to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) Accounting Firm within thirty (30) calendar days of the receipt of such resolution. (e) Each submission. The scope of the Seller disputes to be resolved by the Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with this Section 2.14 and the Buyer definitions of Closing Net Working Capital, Closing Indebtedness (which shall pay fifty percent include the amount of any Payoff Debt), Balance Sheet Adjustment, Transaction Expenses, Adjusted Purchase Price and Cash Purchase Price (50%) and the definitions in such definitions), and the Accounting Firm is not to make any other determination not disputed in such Notice of Disagreement. The Accounting Firm’s decision shall be based solely on written submissions by the Member Representative and Parent and their respective representatives and not by independent review and shall be final and binding on all of the parties hereto. The Accounting Firm may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Independent AuditorAccounting Firm incurred pursuant to this Section 2.14(b) shall be borne by the Members (payable first out of the Expense Holdback Amount), on the one hand, and Parent, on the other hand, in proportion to the final allocation made by such Accounting Firm of the disputed items weighted in relation to the claims made by the Member Representative and Parent, such that the prevailing party pays the lesser proportion of such fees, costs and expenses. For example, if Parent claims that the appropriate adjustments are, in the aggregate, $1,000 greater than the amount determined by the Members and if the Accounting Firm ultimately resolves the dispute by awarding to Parent an aggregate of $300 of the $1,000 contested, then the fees, costs and expenses of the Accounting Firm will be allocated 30% (i.e., 300 ÷ 1,000) to the Members and 70% (i.e., 700 ÷ 1,000) to Parent. (c) For the purposes of this Agreement, “Final Adjusted Purchase Price” means the Adjusted Purchase Price as finally agreed or determined in accordance with Section 2.14(a) or (b).

Purchase Price Adjustment. (a) Within 90 days As soon as reasonably practicable following the Closing120th day after the Closing Date (the "Collection Date") (but in no event later than ten (10) days thereafter), the Buyer shall prepare and deliver, or cause deliver to be prepared and delivered, to the Seller a statement written notice (the “Closing Schedule”"Adjustment Notice") setting forth: (i) reporting the Buyer’s determination aggregate amount of cash collections received by Buyer on account of the actual amounts of (A) the Adjustment AmountPurchased Receivables, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date determined in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations GAAP (the adjusted Closing Payment as a result of such calculation being "Receivables Proceeds"). The Adjustment Notice shall also specify accounts and amounts uncollected which comprised Purchased Receivables. Buyer shall make available to Seller all work papers, purchase orders, invoices and related data used in connection with the “Final Closing Payment”); and (iii) a calculation preparation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)Notice. (b) Within fifteen (15) days after delivery If the amount of the Closing ScheduleReceivables Proceeds is less than the Receivables Portion, Seller shall pay Buyer an amount equal to such shortfall. Any amounts payable pursuant to this Section 2.5(b) shall be paid, in immediately available funds, within five Business Days after the Seller may deliver a notice amount of such shortfall, if any, is finally determined pursuant to Buyer either: (i) concurring with this Section 2.5, plus interest at the rate of 8.50% per annum from the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions Date to the Closing Schedule. If the Seller fails to deliver any notice within date of such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrencepayment. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out amount of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment Receivables Proceeds is greater than the Closing PaymentReceivables Portion, Buyer shall pay Seller an amount equal to such excess. Any amount payable pursuant to this Section 2.5(c) shall be paid, in immediately available funds, within five Business Days after the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrenceexcess, if any, is finally determined pursuant to this Section 2.5(c). (d) If Seller has any good faith objections to Buyer's calculation set forth in the Adjustment Notice, Seller must deliver to Buyer, within 30 days after delivery of the Adjustment Notice, a detailed statement describing such objections thereto ("Seller's Statement") or Buyer's calculation of the price adjustment set forth in the Adjustment Notice will be final, binding and non-appealable upon each of Disagreement is deliveredthe parties hereto. Buyer and Seller shall negotiate in good faith to resolve any such objections, then the Seller and the Buyer shall, during the 15-day period following such but if they do not reach a final resolution with 15 days after delivery (the “Negotiation Period”), use commercially reasonable efforts of Seller's Statement to agree on the Final Adjustment Amount. If, during such periodBuyer, the Seller and the Buyer are unable parties shall submit such dispute to reach agreement, they promptly shall engage a mutually agreeable independent nationally recognized certified public accounting firm reasonably acceptable to each such party located in New York, New York for resolution (the “"Independent Auditor”) to resolve the disagreement"), and any such resolution whose costs shall be final, conclusive shared equally by Buyer and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionSeller. (e) Each The parties shall instruct the Independent Auditor to resolve all disagreements over the calculation of the Seller and price adjustment set forth in the Buyer shall pay fifty percent (50%) Adjustment Notice no later than 15 days after submission of the fees and expenses of disputes to the Independent Auditor, whose determination thereof shall be final, binding and non-appealable upon the parties hereto. (f) Each party shall afford to the other, and cause its officers, employees, agents and representatives (including, without limitation, its independent accountants) to afford, reasonable access to the personnel (including, without limitation, independent accountants), and financial, accounting and other data and information (including, without limitation, workpapers of its independent accountants, whether prepared in contemplation of this Section 2.5 or otherwise), to the extent relating to the calculation of the purchase price adjustment as reasonably requested by any party or its representatives or agents for purposes of evaluating compliance with the terms and conditions of this Agreement.

Purchase Price Adjustment. (a) Within 90 The U.S. Purchaser shall, as soon as practicable, and in any event no later than ninety (90) days following after the ClosingClosing Date, (i) prepare the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller initial draft of a statement (the “Closing ScheduleStatement of Working Capital”) setting forth: , as of 12:01 a.m. (icentral standard time) on the Buyer’s determination of Closing Date, the actual amounts of amount equal to (A) the Adjustment Amountaggregate of the Net Accounts Receivable, including the Final Adjustment Amount Overage or Net Inventory and the Final Adjustment Amount Underage (the “Final Adjustment Amount”), Prepaids and Other Current Assets less (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any aggregate of the transactions Net Accounts Payable, the Accrued Compensation and Benefits and the Other Current Liabilities (such net amount being the “Closing Working Capital”) and (ii) deliver the same to be completed on MCI, together with a certificate from the Closing Date U.S. Purchaser’s independent auditors to the effect that the initial draft Statement of Working Capital has been prepared in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”Section 3.2(g). (b) Within fifteen MCI and MCI’s independent auditors shall review the initial draft Statement of Working Capital during the sixty (1560) days after delivery day period commencing on the date that MCI receives the initial draft Statement of Working Capital. At or prior to the Closing Scheduleend of such sixty (60) day period, the Seller may MCI shall either: (i) deliver a notice to Buyer either: (i) concurring with the U.S. Purchaser confirming that no adjustments are proposed by MCI to the initial draft Statement of Working Capital or the U.S. Purchaser’s calculation of Closing Schedule Working Capital (a “Notice of ConcurrenceAcceptance”); or or (ii) disagreeing therewith deliver a notice to the U.S. Purchaser to the effect that MCI disagrees with the initial draft Statement of Working Capital and/or the U.S. Purchaser’s calculation of Closing Working Capital (a “Notice of Disagreement”). If , specifying the Seller delivers a Notice nature of Disagreement, then it shall be accompanied by such disagreement and the Seller’s proposed revisions adjustments that MCI seeks to the initial draft Statement of Working Capital and/or the calculation of Closing Schedule. If the Seller fails to deliver any notice within such 15-day periodWorking Capital (collectively, the Seller shall be deemed to have delivered a Notice of Concurrence“Proposed Adjustments”). (c) To the extent that there are any Proposed Adjustments, the U.S. Purchaser will, no later than thirty (30) days after receipt of the Proposed Adjustments, notify MCI which, if any, of the Proposed Adjustments it accepts or rejects. MCI and the U.S. Purchaser shall seek in good faith to resolve any differences that remain in relation to the Proposed Adjustments and to reach agreement in writing on any Proposed Adjustments not accepted by the U.S. Purchaser. If any of the Proposed Adjustments are not so resolved (the “Unresolved Adjustments”) within sixty (60) days after the U.S. Purchaser’s receipt of MCI’s notice of the Proposed Adjustments, the Unresolved Adjustments may be submitted at the request of either MCI or the U.S. Purchaser to the Chicago office of Ernst & Young LLP or another internationally recognized independent public accounting firm as shall be agreed upon by MCI and the U.S. Purchaser in writing (the “Accounting Firm”) for arbitration. The scope of the review by the Accounting Firm shall be limited to a Notice determination of Concurrence is delivered or deemed delivered(i) whether the portions of the initial draft Statement of Working Capital and the calculation of Closing Working Capital related to the Unresolved Adjustments were prepared in accordance with Section 3.2(g) and (ii) based on its determinations of the matters described in clause (i), and if the Final Closing Payment is less than a final calculation of the Closing Payment, the Buyer shall Working Capital. The Accounting Firm is not to make or be entitled asked to payment out of the Royalty Consideration make any determination other than as set forth in the full amount of such shortfallprevious sentence. If a Notice of Concurrence is delivered or deemed delivered, MCI and the Final Closing Payment is greater than U.S. Purchaser shall use reasonable efforts to cause the Closing PaymentAccounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable and, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced if at $1.50 per share) all possible, within thirty (30) days after such submission of the delivery Unresolved Adjustments. Judgment may be entered upon the determination of the Notice Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of Concurrencethe Accounting Firm incurred pursuant to this Section 3.2(c) shall be borne equally by MCI, on the one hand, and the U.S. Purchaser, on the other hand, or otherwise as the Accounting Firm may decide. The fees and disbursements of the U.S. Purchaser’s independent auditors incurred in connection with the preparation and certification of the draft Statement of Working Capital and their review of any Proposed Adjustments or Unresolved Adjustments shall be borne by the U.S. Purchaser, and the fees and disbursements of MCI’s independent auditors incurred in connection with their review of the draft Statement of Working Capital, the working papers of the U.S. Purchaser’s independent auditors and any Proposed Adjustments or Unresolved Adjustments shall be borne by MCI. (d) If The Statement of Working Capital shall become final and binding on all parties upon the earliest of (i) the date that a Notice of Acceptance is delivered to the U.S. Purchaser pursuant to Section 3.2(b)(i) (in which case the final Closing Working Capital shall be as set forth in the Statement of Working Capital delivered pursuant to Section 3.2(a)), (ii) the date that is one (1) day after the sixty (60) day review period specified in Section 3.2(b) has ended if no Notice of Disagreement is deliveredhas been delivered by MCI to the U.S. Purchaser pursuant to Section 3.2(b)(ii) during such sixty (60) day period (in which case the final Closing Working Capital shall be as set forth in the Statement of Working Capital delivered pursuant to Section 3.2(a)), then (iii) the Seller date of an agreement in writing by MCI and the Buyer shallU.S. Purchaser that the Statement of Working Capital, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller together with any modifications thereto agreed by MCI and the Buyer U.S. Purchaser, are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party final and binding (in which case the “Independent Auditor”) to resolve the disagreement, and any such resolution final Closing Working Capital shall be final, conclusive as so agreed upon by the parties) and binding upon (iv) the parties hereto, absent fraud or manifest error. To date on which the extent Accounting Firm finally resolves in writing any disputed matters (in which case the Final final Closing Payment Working Capital shall be as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled Accounting Firm pursuant to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionSection 3.2(c)). (e) Each The U.S. Purchaser shall provide MCI and its independent auditors with reasonable access to the books, records, working papers and senior management and employees of the Seller Business and shall cause its independent auditors to provide reasonable access to their working papers prepared for the Buyer shall pay fifty percent (50%) purpose of the fees certificate rendered under Section 3.2(a) as MCI and expenses its independent auditors may request in connection with the finalization of the Independent AuditorStatement of Working Capital or calculation of Closing Working Capital. (f) In the event the final Closing Working Capital (as provided in Section 3.2(d)) is greater than or less than the Benchmark Amount, the Purchase Price shall be increased by the amount by which the final Closing Working Capital (as provided in Section 3.2(d)) exceeds the Benchmark Amount, or decreased by the amount by which the final Closing Working Capital (as provided in Section 3.2(d)) is less than the Benchmark Amount. The Purchase Price as so increased or decreased shall hereafter be referred to as the “Adjusted Purchase Price.” If the Purchase Price is less than the

Purchase Price Adjustment. (a) Within 90 days following The Purchase Price shall be subject to adjustment by the Closing, the Buyer shall prepare and deliver, or cause credit to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amountactual, including reasonable and documented development and construction expenditures incurred and paid by Seller prior to Closing at the Final Adjustment Amount Overage or the Final Adjustment Amount Underage two (the “Final Adjustment Amount”)2) Scottsdale, Arizona, and (Bone Overland Park, Kansas restaurant locations listed on Section 1.1(c) of the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Disclosure Schedule, and such other restaurant locations as may be approved by Purchaser in writing after the Seller may deliver date hereof and that are subject to a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) lease agreement within thirty (30) days following the Closing Date (collectively, the “Expenditures”). Seller shall deliver to Purchaser a copy of the delivery invoices or such other appropriate evidence for all Expenditures, together with documentation supporting Seller’s payment of same prior to the Closing Date (the “Purchase Price Adjustment Notice”). The Purchase Price shall be increased by an amount equal to the amount of the Notice Expenditures (the “Purchase Price Adjustment”). Within three (3) days after Purchaser’s receipt of Concurrencethe Purchase Price Adjustment Notice, Purchaser shall remit payment to Seller the amount of the Purchase Price Adjustment via wire transfer of immediately available funds. (db) If a Notice of Disagreement is delivered, then The Purchase Price shall also be adjusted within five (5) business days following the Seller Closing Date based on the minimum inventory levels set forth on Exhibit “L”. The Purchase Price shall be increased if the inventory levels are more than ten (10) percent above the minimum levels set forth on Exhibit “L” and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution Purchase Price shall be final, conclusive and binding upon decreased if the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is inventory levels are more than ten (10) percent below the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionminimum levels set forth on Exhibit “L”. (ec) Each The Purchase Price shall be further adjusted by reducing the Purchase Price by the principal amount of the Seller and POS Lease Amount assumed by Purchaser on the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent AuditorClosing Date.

Purchase Price Adjustment. (a) Within 90 days following The parties acknowledge that the Closing, stated Purchase Price has been determined based on an assumption that the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: portfolio of Containers being purchased hereunder consists of (i) the Buyer’s determination a certain number of the actual amounts 20-foot and 40-foot dry van containers and 40-foot high cube containers shown on Exhibit “A” hereto, comprising (as of September 18, 2006) 20,910.7 Container Equivalent Units (“CEUs”) assigned an allocated unit price as set forth on Exhibit “A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (Bii) the Seller Indebtedness Amount, in each case 423 refrigerated containers assigned allocated unit price as set forth on Exhibit “A”. Such assumption is based upon a report prepared by Cronos prior to Closing as to container inventory as of 12:01 a.m. Eastern Time on the September 18, 2006, and will be updated prior to Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms report from Cronos on or about September 30, 2006 (referred to in Section 3.01 above). If the actual number of this Agreement; (ii) a calculation Containers of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected type sold by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: differs from the number and type of Containers listed on Exhibit “A” hereto (as updated at Closing by the September 30 report), then and in such event Seller or Buyer, as the case may be, shall either (i) concurring with in case the Closing Schedule actual number is lower, Seller shall refund the per unit amount of any overpayment of the Purchase Price to Buyer within five (a “Notice 5) business days after Buyer and/or Seller becomes aware of Concurrence”); the shortfall, or (ii) disagreeing therewith in case the actual number is higher, Buyer shall pay the additional purchase price per Container as applicable pursuant to Exhibit “A” also within five (a “Notice 5) business days after Buyer and/or Seller becomes aware of Disagreement”)the overage. If Upon the return of any overpayment or payment of any shortfall, as called for herein, Seller delivers a Notice of Disagreementor Buyer, then it shall be accompanied by as the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day periodcase may be, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out all casualty payments and sale proceeds attributable to any casualty loss or sale of the Royalty Consideration a Container reported as part of a shortfall or overage hereunder. A party shall be deemed aware of a shortfall or overage in the full amount number of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per shareContainers actually purchased hereunder when Cronos provides notice(s) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.thereof

Purchase Price Adjustment. (a) Within 90 days following At least five (5) Business Days prior to the ClosingClosing Date, the Buyer Seller shall prepare and deliver, or cause to be prepared and delivered, deliver to the Seller Buyer a reasonably detailed statement (the “Pre-Closing ScheduleStatement”) setting forth: forth (i) the BuyerSeller’s determination of the actual amounts good faith calculation of (A) the Adjustment AmountEstimated Closing Cash, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness AmountEstimated Closing Indebtedness, in each (C) the Estimated Transaction Expenses, (D) the Estimated Working Capital, as well as the resulting Estimated Working Capital Excess (if any) or Estimated Working Capital Shortfall (if any), as the case as of 12:01 a.m. Eastern Time on may be, and (E) the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; Estimated Purchase Price, and (ii) a calculation the Sale Bonus amounts to be received by the Company (on behalf of each recipient thereof). The Seller shall consider in good faith any adjustments comments or objections to any amounts or other information set forth on the Pre-Closing Statement notified to it by the Buyer prior to the Closing Payment based on such calculations (and if, prior to the adjusted Closing Payment as a result of such calculation being Closing, the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing Seller and the accounts receivable existing at Buyer agree to make any modification to the Pre-Closing but not taken into account in calculating Statement, then the Adjustment Amount (Pre-Closing Statement as so modified shall be deemed to be the “Excluded AR”)Pre-Closing Statement. (b) Within fifteen ninety (1590) days after delivery the Closing Date, the Buyer shall deliver to the Seller a reasonably detailed statement (the “Post-Closing Statement”) setting forth the Buyer’s good faith calculation of (i) the Closing Cash, (ii) the Closing Indebtedness, (iii) the Closing Transaction Expenses, (iv) the Closing Working Capital, as well as the resulting Closing Working Capital Excess (if any) or Closing Working Capital Shortfall (if any), as the case may be. (c) After receipt of the Post-Closing ScheduleStatement, the Seller shall have thirty (30) days (the “Review Period”) to review the Post-Closing Statement. During the Review Period, the Seller and its accountants shall have access to the books and records of the Business, the personnel of, and work papers prepared by, the Buyer and/or the Buyer’s accountants, to the extent that they relate to the Post-Closing Statement, and to such historical financial information (to the extent in the Buyer’s possession) relating to the Post-Closing Statement, as applicable, as the Seller may deliver reasonably request for the purpose of reviewing the Post-Closing Statement; provided, that such access shall be in a notice manner that does not interfere with the normal business operations of the Buyer, the Company or the Business; provided, further that in no event shall the Buyer be obligated to provide any such access, work papers or information if the Buyer either: determines, in its reasonable judgment and on the advice of counsel, that doing so is reasonably likely to (i) concurring with the Closing Schedule (a “Notice of Concurrence”); violate applicable Law or an Order, (ii) disagreeing therewith waive or reasonably be expected to result in the loss of the attorney-client privilege or other legal privilege or, (iii) breach confidentiality obligations to a third party (provided, that, the Company shall have used commercially reasonable efforts (without payment of any consideration, fees or expenses) to obtain the consent of any such third party). The Post-Closing Statement shall become final and binding upon the Parties following the expiration of the Review Period unless the Seller delivers written notice of its disagreement with the Post-Closing Statement (a “Notice of Disagreement”)) to the Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the Seller’s objections to the Post-Closing Statement, indicating each disputed item or amount and the basis for the Seller’s disagreement therewith, including Seller’s detailed calculation with respect thereto. Seller shall have the right to submit only one Notice of Disagreement and any item or matter set forth in the Post-Closing Statement that is not expressly disputed in a timely delivered Notice of Disagreement shall be final and binding on the Parties hereto. If a Notice of Disagreement is received by the Seller delivers Buyer prior to the expiration of the Review Period, then during the thirty (30) day period (the “Resolution Period”) following the delivery of a Notice of Disagreement, then it the Seller and the Buyer shall be accompanied negotiate in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If such differences are so resolved within the Resolution Period, the revised Post-Closing Statement with such changes as may have been previously agreed in writing by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, Buyer and the Seller shall be deemed to final and binding. If at the end of the Resolution Period the Seller and the Buyer have delivered a not resolved in writing the matters specified in the Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed deliveredDisagreement, the Seller and if the Final Closing Payment is less than the Closing Payment, the Buyer shall submit any amounts remaining in dispute to the Accounting Firm, who, acting as experts and not arbitrators, shall resolve such disputed amounts only and make any adjustments to the Post-Closing Statement. The Buyer and the Seller agree that all adjustments shall be entitled made without regard to payment out of materiality. The Accounting Firm shall render a written decision resolving the Royalty Consideration in matters submitted to the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed deliveredAccounting Firm as soon as practicable, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) any event within thirty (30) days of the delivery receipt of such submission (or such other time as the Buyer and the Seller shall agree in writing). The scope of the Notice disputes to be resolved by the Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Balance Sheet Rules and the terms of Concurrencethis Agreement, and no other matters. The Accounting Firm’s decision shall be (w) limited to the specific items under dispute by the Parties (x) based solely on written submissions by the Seller and the Buyer and their respective Representatives (and it shall not permit or authorize discovery or hear testimony) and not by independent review, (y) made strictly in accordance with the Balance Sheet Rules and the terms of this Agreement, and (z) final and binding on all of the Parties absent manifest error. The Accounting Firm may not assign a value greater than the greatest value for such item claimed by either the Buyer or the Seller or smaller than the smallest value for such item claimed by the Buyer or the Seller. The fees and expenses of the Accounting Firm incurred pursuant to this Section ‎2.3 shall be borne by the Seller, on the one hand, and the Buyer, on the other hand, in proportion to the final allocation made by such Accounting Firm of the disputed items weighted in relation to the claims made by the Seller and the Buyer, such that the prevailing Party pays the lesser proportion of such fees, costs and expenses. (d) If a Notice Within five (5) Business Days after the final determination of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment Cash, the Final Closing Indebtedness, the Final Transaction Expenses and the Final Working Capital, and the resulting Final Purchase Price, the following payments shall be made, as determined applicable: (i) If the Final Purchase Price is greater than the Estimated Purchase Price calculated at the Closing (such excess, the “Adjustment Surplus Amount”) by $150,000 or more, then (A) the Buyer shall within seven Business Days following the determination of the Final Purchase Price, pay, or cause to be paid, the Adjustment Surplus Amount to the Seller (subject to Section ‎‎2.5), by wire transfer of immediately available funds to a bank account designated in writing by the Independent Auditor Seller and: (B) Buyer and the Seller shall execute and deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to release from the Adjustment Escrow Account and pay to Seller (subject to Section ‎2.5), an amount equal to the Adjustment Escrow Amount. (ii) If the Final Purchase Price is less than the Estimated Purchase Price calculated at the Closing Payment(such amount, expressed as a positive number, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined “Adjustment Deficit Amount”) by the Independent Auditor is more than the Closing Payment$150,000 or more, then the Buyer and the Seller shall execute and deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to release from the Adjustment Escrow Account and pay to the Buyer an amount equal to such Adjustment Deficit Amount, and in the event that such Adjustment Deficit Amount: (A) is greater than the Adjustment Escrow Amount, then (1) the Seller shall pay, or cause to be paid, to the full Buyer, by wire transfer of immediately available funds to a bank account designated in writing by the Buyer, an amount equal to the remaining portion of such Adjustment Deficit Amount to the Buyer, and (2) without limiting the obligations of the Seller or the Buyer’s rights under clause (1) above, if any amounts required to be paid under clause (1) above are not paid (the amount of such excess (with any such payment being deficit, a “Payment Failure Amount”) on a timely basis in shares of accordance with this Agreement, then upon Buyer’s written request to the Seller, (x) Buyer Common Stock priced at $1.50 per shareand the Seller shall jointly instruct the Escrow Agent to release to Buyer from the Indemnity Escrow Account an amount equal to the Payment Failure Amount, and (y) within thirty (30) days the Seller shall, on the date of such resolutionrelease of funds from the Indemnity Escrow Account, be required to make a payment to the Escrow Agent equal to all amounts it was required to pay but failed to pay under clause (1) above for deposit by the Escrow Agent into the Indemnity Escrow Account; or (B) is less than the Adjustment Escrow Amount, then Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Adjustment Escrow Account any remaining amounts in the Adjustment Escrow Account (after payment of such Adjustment Deficit Amount from the Adjustment Escrow Account to Buyer), to the Seller (subject to Section ‎2.5). (eiii) Each of If the Final Purchase Price is not greater than the Estimated Purchase Price calculated at the Closing by $150,000 or more and not less than the Estimated Purchase Price by $150,000 or more, then there will be no adjustment and Buyer and the Seller shall execute and deliver a joint written instruction to the Buyer shall Escrow Agent directing the Escrow Agent to release from the Adjustment Escrow Account and pay fifty percent to Seller (50%) of subject to Section ‎2.5), an amount equal to the fees and expenses of the Independent AuditorAdjustment Escrow Amount.

Purchase Price Adjustment. (a) Within 90 days following Prior to the Closingdate hereof, the Buyer shall prepare and deliver, or cause Company has delivered to be prepared and delivered, to the Seller Purchaser a statement (the “Closing ScheduleDate Statement”) setting forth: forth a reasonable, good-faith estimate (without duplication) of (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage Closing Date Working Capital (the “Final Estimated Working Capital”), (ii) the Closing Date Indebtedness (the “Estimated Indebtedness”), (iii) all Company Transaction Expenses that have not been paid by the Companies Entities as of the Adjustment AmountTime (“Estimated Transaction Expenses”), and (Biv) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any Cash on Hand (“Estimated Cash on Hand”). The Closing Date Statement and each of the transactions to be completed on estimates set forth therein shall have been prepared by the Closing Date Company (x) in good faith, (y) in accordance with the terms of this Agreement; Accounting Methodology, and (iiz) a calculation of any adjustments to with reasonable supporting detail for the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)set forth therein. (b) Within fifteen No later than ninety (1590) days after delivery of following the Closing ScheduleDate, Purchaser shall deliver to the Seller may deliver Sellers an unaudited statement (the “Closing Statement”) setting forth a notice to Buyer either: reasonable, good-faith estimate (without duplication) of (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or Date Working Capital, (ii) disagreeing therewith the Closing Date Indebtedness, (a “Notice iii) the Closing Date Cash on Hand and (iv) the Company Transaction Expenses that had not been paid by the Company Entities as of Disagreement”)the Adjustment Time. If the Seller delivers a Notice of Disagreement, then it The Closing Statement shall be accompanied prepared by Purchaser (x) in good faith, (y) in accordance with the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed deliveredAccounting Methodology, and if (z) with reasonable supporting detail for the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrencecalculations set forth therein. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 days following On the ClosingClosing Date, the Buyer Purchase Price shall prepare and deliver, or cause to be prepared and delivered, to adjusted upwards if the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination average Nasdaq closing stock price of the actual amounts Company during the period between the date of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), this Agreement and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any increases by ten percent (10%) or more of the transactions to Issuance Price for a consecutive 15 Business Day or more period (the "Upward Adjustment Trigger"). In the event of the Upward Adjustment Trigger, the Issuance Price shall be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments increased to the Closing Payment based on such calculations Issuance Price (as defined below), which increase shall result in a corresponding increase in the aggregate Purchase Price. Unless otherwise agreed by the Parties, the Purchase Price shall be adjusted Closing Payment as a result pursuant to this Section 2.04(a) by increasing the amount of such calculation being the “Final Closing Payment”); and (iii) a calculation principal and collateral of the accounts receivable contained in Promissory Note. For purposes hereof, the Preliminary Adjustment Amount that were not collected by Buyer within "Closing Issuance Price" shall be calculated as follows: the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery value weighted average of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out Nasdaq closing stock price of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, Company during the 15-day period following such delivery prior to Closing. (b) On the Closing Date, the Purchase Price shall be adjusted downwards if the average Nasdaq closing stock price of the Company during the period between the date of this Agreement and the Closing Date decreases by ten percent (10%) or more of the Issuance Price, for a consecutive 15 Business Day or more period (the “Negotiation Period”Downward Adjustment Trigger"), use commercially reasonable efforts to agree on . In the Final event of the Downward Adjustment Amount. If, during such periodTrigger, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution Issuance Price shall be finaldecreased to the Closing Issuance Price, conclusive and binding upon which decrease shall result in a corresponding decrease in the parties hereto, absent fraud or manifest erroraggregate Purchase Price. To the extent the Final Closing Payment as determined Unless otherwise agreed by the Independent Auditor is less than the Closing PaymentParties, the Buyer Purchase Price shall be entitled adjusted pursuant to payment out this Section 2.04(b) by decreasing the amount of principal and collateral of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionPromissory Note. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 30 days following after the ClosingReorgCo Transfers Closing Date, the Buyer shall CoreCo will prepare and deliver, or cause provide to be prepared and delivered, to the Seller NonCoreCo a written statement (the “Proposed Final Closing ScheduleStatement”) setting forth: (i) the Buyerforth in reasonable detail CoreCo’s proposed final determination of the actual amounts Working Capital Adjustment, which will be prepared in a manner consistent with the respective definitions thereof as set forth herein. The amount of (A) coal inventory included in the Working Capital Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to will be completed on the Closing Date determined in accordance with ‎Section 2.07 and Exhibit J. CoreCo will cooperate with NonCoreCo and its Representatives in NonCoreCo’s review of the terms Proposed Final Closing Statement in a manner that will not unreasonably interfere with CoreCo’s and its Affiliates’ business. For purposes of this Agreement; (ii) a calculation of any adjustments such review, CoreCo will provide NonCoreCo and its Representatives reasonable access at reasonable times and upon reasonable prior notice to the Closing Payment based on books and records of CoreCo for such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)purpose. (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the The Proposed Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall Statement will be final, conclusive and binding upon on the Parties unless NonCoreCo provides a written notice (a “Dispute Notice”) to CoreCo no later than the 10th day after delivery of the Proposed Final Closing Statement setting forth in reasonable detail (i) any item (other than the amount of coal inventory, subject to the following sentence) on the Proposed Final Closing Statement which NonCoreCo disputes or otherwise believes has not been prepared in a manner consistent with the applicable definition thereof as set forth herein and (ii) the alternative amount calculated by NonCoreCo with respect to such item in a manner consistent with the applicable definition thereof as set forth herein. NonCoreCo shall not be entitled to dispute the amount of coal inventory absent manifest error by CoreCo in regard thereto in connection with the preparation of the Proposed Final Closing Statement. Any item or amount to which no dispute is raised in a Dispute Notice timely delivered will be final, conclusive and binding on the Parties as of the end of such 10th day. (c) CoreCo and the NonCoreCo Representative will attempt to resolve any matters raised in a Dispute Notice in good faith, and any matter as to which CoreCo and the NonCoreCo Representative agree will be final, conclusive and binding on the Parties. Beginning on the 10th day after delivery of the Dispute Notice, either CoreCo or NonCoreCo may provide written notice to the other that it elects to submit the disputed items to a nationally recognized independent accounting firm chosen by mutual agreement of NonCoreCo and CoreCo (the “Arbitrator”) to resolve any disputes with respect to the Working Capital Adjustment; provided that if the parties heretocannot agree on the identity of the Arbitrator within five days after such written notice, absent fraud or manifest error. To either Party may elect to have the extent the Final Closing Payment as determined Arbitrator designated by the Independent Auditor President of the American Arbitration Association, in which case the Parties agree that the Arbitrator will be the Person (s) selected by the President of the American Arbitration Association. The Arbitrator will promptly in accordance with the rules set forth in the Arbitrator’s engagement letter and its customary practices, review only those items and amounts specifically set forth and objected to in the Dispute Notice and that are still in dispute. The Arbitrator shall deliver to CoreCo and NonCoreCo, as promptly as practicable and in any event within 15 days after being engaged, a written report setting forth such calculation. The Arbitrator shall not assign a value to any item in dispute that is greater than the greatest value proposed by CoreCo or NonCoreCo or less than the lowest value proposed by CoreCo or NonCoreCo as set forth in the Proposed Final Closing PaymentStatement and the Dispute Notice, the Buyer respectively. The cost of such review and report shall be entitled to payment out borne by CoreCo, on the one hand, and NonCoreCo, on the other hand in inverse proportion as they may prevail on matters resolved by the Arbitrator. The decision of the Royalty Consideration in Arbitrator with respect to the full disputed items of the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the Parties. Each of the Parties to this Agreement agrees to use its reasonable best efforts to cooperate with the Arbitrator (including by executing a customary engagement letter reasonably acceptable to the Arbitrator and the Parties) and to cause the Arbitrator to resolve any such dispute as soon as practicable after the commencement of such Arbitrator’s engagement. The amount of such shortfall. To the extent Working Capital Adjustment as finally determined pursuant to ‎Section 2.11(b) or ‎Section 2.11(c), as applicable, is referred to as the “Final Working Capital Adjustment”. (d) Promptly, and in any event no later than the fifth Business Day after the determination of the Final Closing Payment as determined by Working Capital Adjustment: (i) if the Independent Auditor Final Working Capital Adjustment is more than the Closing Paymenta positive number, the Buyer CoreCo shall pay to NonCoreCo an amount in cash equal to the Seller the full amount absolute value of such excess sum by wire transfer of immediately available funds to an account designated by NonCoreCo in writing; and (with such payment being ii) if the Final Working Capital Adjustment is a negative number, NonCoreCo shall, and shall cause their Affiliates to, pay to CoreCo an amount in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days cash equal to the absolute value of such resolutionsum by wire transfer of immediately available funds to an account designated by CoreCo in writing. (e) Each of The Parties will treat any adjustment payment received pursuant to this ‎Section 2.11 as an adjustment to the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent AuditorPurchase Price for Tax purposes.

Purchase Price Adjustment. (ai) Within 90 days following At the Closing, the Buyer VMC Shareholders shall prepare and deliver, or cause to be prepared and delivered, to deliver a balance sheet of VMC as of the Seller a statement business day immediately preceding the date of the Closing (the “"VMC Closing Schedule”Balance Sheet") setting forth: prepared in accordance with United States generally accepted accounting principles (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”"GAAP"), together with a detailed list of all accrued expenses and (B) the Seller Indebtedness Amount, in each case liabilities of VMC as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date as determined in accordance with GAAP (the terms "VMC Closing Liabilities Schedule"). For the purposes of preparing the VMC Closing Balance Sheet and the VMC Closing Liabilities Schedule, all amounts shall be converted to US Dollars using the relevant closing mid-point exchange rates published in the Asian Wall ---------- Street Journal on the second business day prior to the Closing (if no exchange -------------- rates are published on the second business day prior to the Closing, then the applicable exchange rates shall be the relevant closing mid-point exchange rates published in the Asian Wall Street Journal on the preceding business day). In ------------------------- the event that the aggregate book value of equity of VMC, determined in accordance with GAAP, set forth on the VMC Closing Balance Sheet (such amount, the "VMC Closing Shareholders' Equity") is less than $50,000, the VMC Closing Payment shall be reduced by one dollar for each dollar that VMC Closing Shareholders' Equity is less than $50,000. In the event of any reduction in the VMC Closing Payment, the aggregate VMC Purchase Price shall be appropriately adjusted and such reduced aggregate consideration shall constitute the "VMC Purchase Price" for all purposes under this Agreement;. (ii) a calculation of any adjustments On or prior to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately 90/th/ calendar day following the Closing and Date, DoveBid shall provide the accounts receivable existing at VMC Shareholders with a certificate, signed by an officer of DoveBid, stating whether DoveBid believes that the amount of VMC Closing but not taken into account in calculating Shareholders' Equity used to determine the Adjustment Amount VMC Purchase Price pursuant to Section 1.3(a) above (the “Excluded AR”). (b"Original VMC CSE") Within fifteen (15) days after delivery was correct or incorrect as of the Closing ScheduleDate, and if incorrect, DoveBid's revised calculation of VMC Closing Shareholders'Equity ("Revised VMC CSE"), together with detailed calculations substantiating such revised calculation. In the event that such certificate sets forth a Revised VMC CSE, within five (5) business days of VMC Shareholders' receipt of such certificate, the Seller may deliver a notice to Buyer either: VMC Shareholders shall either (i) concurring agree with such revised calculation by countersigning such certificate and delivering a copy thereof to DoveBid, whereupon the Closing Schedule amount by which the Original VMC CSE exceeds the Revised VMC CSE (a “Notice of Concurrence”); such excess, the "VMC CSE True-Up") shall be offset against any VMC Deferred Payment otherwise payable by DoveBid or (ii) disagreeing therewith (disagree with such revised calculation, whereupon DoveBid and the VMC Shareholders shall submit such dispute to arbitration as if it were a “Notice of Disagreement”)Contested Claim, as defined in Article VIII hereof, in accordance with Section 8.6 hereof. If the Seller delivers a Notice of Disagreement, then it VMC Shareholders shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice not have responded within such 15-five (5) business day period, the Seller VMC Shareholders shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered agreed with such revised calculation and the offset or deemed deliveredwithholding, and if the Final Closing Payment is less than the Closing Paymentas applicable, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of ConcurrenceVMC CSE True-Up. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Within 90 days following At the Closing, the Buyer shall prepare and deliver, or cause to Purchase Price will be prepared and delivered, adjusted on a dollar for dollar basis as set forth in this Section 2.3. Prior to the Closing Date, Seller shall deliver to Purchaser a statement (the “Closing ScheduleEstimated Net Working Capital Statement”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case estimated Net Working Capital as of 12:01 a.m. Eastern Time the close of business on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AREstimated Net Working Capital”) prepared in good faith, using the Company’s then available financial information as of such date. If the Estimated Net Working Capital is less than the Target, the Purchase Price shall be decreased on a dollar for dollar basis by the amount of such deficiency (the “Estimated Deficiency”). If the Estimated Net Working Capital is greater than the Target, the Purchase Price shall be increased on a dollar for dollar basis by the amount of such surplus (the “Estimated Surplus”). (b) Within two (2) Business Days after the Closing, Seller shall provide Purchaser with: (i) a detailed aged trial balance listing all accounts receivable of the Company as of the Closing Date; (ii) a detailed report listing inventory of the Company by location, including SKU number, product description, quantity, standard cost and extended cost as of the Closing Date; (iii) a detailed aged trial balance listing all accounts payable of the Company as of the Closing Date; and (iv) a report setting forth goods received but not yet invoiced by vendor, including raw material description and amount, as of the Closing Date, to the extent not reflected in clause (iii) above. (c) Within one (1) calendar day after the Closing Date, Purchaser shall, at its own expense, conduct a code-dated physical inventory in respect of the Company at each of the Company’s locations; provided that, if the Closing Date is December 23, 2004, December 24, 2004 or December 31, 2004, the Purchaser shall conduct such inventory within three (3) Business Days after the Closing Date. Representatives of Seller shall, at Seller’s expense, observe and obtain the results of such physical inventory count, and Purchaser shall provide Seller advance written notice regarding the timing and location of such physical inventory count. (d) Within fifteen (15) calendar days after delivery the Closing Date, Seller shall deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) setting forth the Net Working Capital as of the close of business on the Closing Date (the “Closing Net Working Capital”), prepared in good faith in accordance with GAAP and based on the physical inventory, collections and payments since the Closing and other data, including detailed schedules supporting each component of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with Net Working Capital. If the Closing Schedule Net Working Capital provided by Seller exceeds the Estimated Net Working Capital by an amount greater than $250,000, Purchaser shall make a partial settlement payment to Seller in an amount equal to such excess over $250,000 (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of DisagreementPurchaser Prepayment”). If the Closing Net Working Capital provided by Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing PaymentEstimated Net Working Capital by an amount greater than $250,000, Seller will make a partial settlement payment to Purchaser in an amount equal to the Buyer excess over $250,000 (“Seller Prepayment”). Payment of the Purchaser Prepayment shall be entitled to payment out made by wire transfer of immediately available funds promptly after delivery by Seller of the Royalty Consideration Closing Net Working Capital Statement. Payment of the Seller Prepayment shall be made by wire transfer of immediately available funds promptly after delivery by Seller of the Closing Net Working Capital Statement. Each of Seller and Purchaser shall cooperate to the extent reasonably requested by the other in connection with the preparation and evaluation of the Closing Net Working Capital. The Closing Net Working Capital as presented by Seller in the full amount Closing Net Working Capital Statement shall be final and binding on the parties hereto for the purpose of such shortfallany Purchase Price adjustment pursuant to Section 2.3(e), unless, not later than forty-five (45) calendar days after receipt of the Closing Net Working Capital Statement, Purchaser provides Seller with a list of those items, if any, to which Purchaser takes exception (the “Proposed Adjustments”). Such Proposed Adjustments shall be final and binding on the parties hereto for purposes of any Purchase Price Adjustment pursuant to Section 2.3(e), unless Seller gives Purchaser notice of objections to the Proposed Adjustments within fifteen (15) calendar days after receipt of the Proposed Adjustments. If Purchaser and Seller are unable, within fifteen (15) calendar days after receipt by Purchaser of the notice by Seller of objections, to resolve the disputed exceptions, such disputed exceptions, together with a Notice written summary of Concurrence is delivered or deemed deliveredthe present dispute and a good faith proposal as to what the final determination should be, will be referred to a nationally recognized firm of independent certified public accountants mutually acceptable to Purchaser and Seller (the Final Closing Payment is greater than the Closing Payment“Independent Accounting Firm”). The Independent Accounting Firm shall, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) calendar days of the delivery of the Notice of Concurrence. (d) If following its selection, deliver to Purchaser and Seller a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following written report determining such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreementdisputed exceptions, and any such resolution shall its determinations will be final, conclusive and binding upon the parties hereto, absent fraud or manifest errorhereto for the purposes of any Purchase Price adjustment under Section 2.3(e) hereof. To the extent the Final Closing Payment as determined by The determinations of the Independent Auditor is less than the Closing Payment, the Buyer Accounting Firm shall be entitled to payment out made and articulated in accordance with the definition of Net Working Capital set forth in Section 1.1, and shall be final and binding on the parties hereto. The fees and disbursements of the Royalty Consideration Independent Accounting Firm shall be shared equally by Purchaser and Seller. In the event Purchaser and Seller agree in writing in the full amount time allotted on any Proposed Adjustments, such resolution will be binding on the parties hereto for purposes of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay Purchase Price adjustment pursuant to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionSection 2.3(e). (e) Each Within three (3) Business Days following the final determination, pursuant to this Section 2.3, of the Closing Net Working Capital (the “Final Closing Net Working Capital”), and based upon such final determination: (i) If the Final Closing Net Working Capital exceeds the Estimated Net Working Capital (the “Actual Surplus”), Purchaser shall pay to Seller by wire transfer of immediately available funds an amount equal to the Actual Surplus, reduced by the amount of the Purchaser Prepayment, if any, or increased by the amount of the Seller and Prepayment, if any. (ii) If the Buyer Final Closing Net Working Capital is less than the Estimated Net Working Capital (the “Actual Deficit”), Seller shall pay fifty percent (50%) to Purchaser by wire transfer of immediately available funds an amount equal to the Actual Deficit reduced by the amount of the fees and expenses Seller Prepayment, if any, or increased by the amount of the Independent AuditorPurchaser Prepayment, if any. (f) Seller shall have the exclusive right to take any reasonable actions to recover for its own account, or donate and obtain the benefit of the charitable deduction for, any accounts receivable or inventory excluded from the calculation of the Final Closing Net Working Capital or the Final True-Up Balance, including, without limitation, (i) all accounts receivable arising from transactions associated with the Chili Business, (ii) all accounts receivable outstanding for more than sixty (60) days from the date of invoice and (iii) all inventory with a remaining shelf-life of less than five (5) months; provided that Seller shall not sell any such inventory through accounts used by the Company for sales of inventory prior to the Closing Date. In addition, if Purchaser, the Company or any of their respective Affiliates receive any proceeds from the collection of accounts receivable or the sale of inventory not included in the calculation of the Final Closing Net Working Capital determined in accordance with this Section 2.3, Purchaser shall pay or cause to be paid such proceeds to Seller, and such proceeds, as well as all proceeds collected from the accounts receivable described in clauses (i) and (ii), shall be deemed an adjustment to the Purchase Price. For the period extending from Closing until the Final True-Up Date, (A) Purchaser shall cause the Company to continue to sell its inventory on a first-in, first-out basis, consistent with the past practice of the Company and (B) Purchaser shall, and shall cause its Affiliates, including the Company to, offset cash received from any customer of the Company against the earliest undisputed Company accounts receivable for such customer. Further, if Purchaser, the Company or any of their respective Affiliates after the Closing take possession of or otherwise acquire any amounts treated as cash or cash equivalents of the Company as of immediately prior to the Closing, including without limitation, any checks received but not yet cleared as of the Closing, Purchaser promptly (and in any case within two Business Days) shall pay or cause to be paid such cash or cash equivalent amounts to Seller in immediately available funds. (g) On the first Business Day that is at least six (6) months after the Closing Date (the “Final True-Up Date”), the Net Working Capital as of the Closing Date shall be recomputed by Purchaser with the following adjustments (in each case, whether increases or decreases) to the amounts used to determine the Final Closing Net Working Capital:

Purchase Price Adjustment. (a) Within 90 days following As promptly as practicable, but no later than sixty (60) days, after the ClosingClosing Date, the Buyer Purchaser shall prepare and deliver, or cause to be prepared and delivered, delivered to Seller a consolidated balance sheet of the Seller Company and the Transferred Subsidiaries as of the Effective Time (the “Closing Balance Sheet”) and a certificate including a statement (the “Closing ScheduleStatement”) setting forth: (i) the Buyerforth Purchaser’s determination calculation of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), Purchase Price and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the component thereof. The Closing Date without taking into account any of the transactions to Balance Sheet and Closing Statement and all calculations and determinations contained therein shall be completed on the Closing Date prepared in accordance with the Accounting Policies and the terms of this Agreement; (ii) a calculation Agreement and shall include such schedules and data reasonably necessary to support the calculations and estimates contained therein. For the avoidance of any adjustments to doubt, the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing Estimated Purchase Price and the accounts receivable existing Purchase Price hereunder shall disregard the effect of the transactions required to occur at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)Closing. (b) Within fifteen If Seller disagrees with Purchaser’s calculation of the Purchase Price set forth in the Closing Statement, or any component thereof, Seller may, within thirty (1530) days after delivery of the Closing ScheduleStatement, the Seller may deliver a notice to Buyer either: Purchaser disagreeing with such calculation which specifies Seller’s calculation of such amount and, in reasonable detail, Seller’s grounds for such disagreement. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees (i) concurring with the Closing Schedule (each, a “Notice of ConcurrenceDisputed Item”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the and Seller shall be deemed to have delivered a Notice agreed with all other items and amounts contained in the Closing Statement and the calculation of Concurrencethe Purchase Price contained therein. During such thirty (30) day period, Purchaser shall make its and the Company’s Representatives reasonably available to Seller to discuss the Closing Statement and related supporting documentation during normal business hours and so as not to unreasonably interfere with the conduct of the business of Purchaser and its Affiliates. (c) If a Notice notice of Concurrence is disagreement shall be duly delivered pursuant to Section 3.4(b), Purchaser and Seller shall, during the fifteen (15) days following such delivery, use their commercially reasonable efforts to reach agreement on the Disputed Items in order to determine, as may be required, the amount of the Purchase Price. If Purchaser and Seller are unable to reach such agreement during such period, they shall promptly thereafter engage Deloitte Touche Tohmatsu Limited (or deemed deliveredsuch other mutually agreed independent accountants of nationally recognized standing) promptly to review this Agreement and the Disputed Items for the purpose of calculating the Purchase Price. The independent accountants shall be provided reasonable access to the books, records and other relevant information of the Company, Purchaser, Seller and their respective Representatives, to the extent necessary to calculate the Purchase Price. In making such calculation, such independent accountants shall consider only the Disputed Items, the amount of which for any Disputed Item shall only be an amount between Purchaser’s calculations contained in the Closing Statement and Seller’s calculation delivered pursuant to Section 3.4(b), or an amount equal to either such calculation. Such independent accountants shall deliver to Purchaser and Seller, as promptly as practicable, a report setting forth such calculation. Such report shall be final and binding upon Purchaser and Seller. The cost of such review and report shall be borne (i) by Purchaser if the difference between the Final Purchase Price and Purchaser’s calculation of the Purchase Price contained in the Closing Payment Statement is greater than the difference between Final Purchase Price and Seller’s calculation of the Purchase Price delivered pursuant to Section 3.4(b), (ii) by Seller if the first such difference is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of second such shortfall. If a Notice of Concurrence is delivered or deemed delivered, difference and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per shareiii) within thirty (30) days of the delivery of the Notice of Concurrenceotherwise equally by Purchaser and Seller. (d) If a Notice Purchaser and Seller agree that they will, and agree to cause their respective independent accountants and, after the Closing, Purchaser will cause the Company and each Transferred Subsidiary to, cooperate and assist in the preparation of Disagreement is delivered, then the Seller Closing Balance Sheet and the Buyer shallcalculation of Closing Net Working Capital and in the conduct of any reviews referred to in this Section 3.4, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts including making available to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Paymentnecessary books, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Paymentrecords, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionwork papers and personnel. (e) Each If the Estimated Purchase Price exceeds the Final Purchase Price, Seller shall pay the amount of such excess to Purchaser. If the Final Purchase Price exceeds the Estimated Purchase Price, Purchaser shall pay the amount of such excess to Seller. “Final Purchase Price” means the Purchase Price (i) as shown in the Closing Statement delivered pursuant to Section 3.4(a), if no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.4(b); or (ii) if such a notice of disagreement is delivered, as shown in the Closing Statement with respect to all items other than the Disputed Items and in the case of the Disputed Items (A) as agreed by Purchaser and Seller and pursuant to Section 3.4(c) or (B) in the Buyer absence of such agreement, as shown in the independent accountant’s calculation delivered pursuant to Section 3.4(c). Any payment pursuant to this Section 3.4 shall pay fifty percent be made within five (50%5) Business Days after the Final Purchase Price has been determined by wire transfer of immediately available funds to one or more accounts designated by the fees and expenses of the Independent Auditorrelevant party or parties.

Purchase Price Adjustment. (a) Within 90 days following No later than the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, third (3rd) Business Day prior to the Seller anticipated Closing Date, Sellers shall deliver to Buyer a statement (the “Estimated Closing ScheduleStatement”) setting forth: forth in reasonable detail (i) the Buyer’s determination Sellers’ good faith estimates of the actual amounts Net Working Capital, Closing Cash, Aggregate Option Payment, Company Transaction Expenses and Indebtedness Payoff Amount as of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”)Effective Time, and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment Purchase Price based on such calculations estimates (the adjusted Closing Payment as a result of such calculation being amount the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AREstimated Purchase Price”). (b) Within fifteen ninety (1590) calendar days after delivery of the Closing ScheduleDate, Buyer shall prepare and deliver to Sellers a statement (the Seller may deliver a notice to Buyer either: “Closing Statement”) setting forth Buyer’s good faith determination of (i) concurring with the actual amounts of the Net Working Capital, Closing Schedule (a “Notice Cash, Company Transaction Expenses and Indebtedness Payoff Amount as of Concurrence”); or the Effective Time, and (ii) disagreeing therewith a calculation of the Purchase Price based on such amounts. The Closing Statement and the determination of calculations set forth therein shall become final and binding upon the Parties on the thirtieth (a “Notice of Disagreement”). If 30th) calendar day after the Seller delivers a Notice of Disagreement, then it shall be accompanied date upon which such Closing Statement is received by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within Sellers (such 1530-day period, the Seller “Objection Period”), unless Sellers deliver to Buyer written notice that they dispute any aspect of the Closing Statement (an “Objection Notice”) prior to the end of such Objection Period. The Objection Notice shall specify in reasonable detail the nature of any dispute so asserted, and any amount contained in the Closing Statement that is not specifically disputed in the Objection Notice shall be deemed final and binding on the Parties as set forth in the Closing Statement. If an Objection Notice is delivered to Buyer prior to the end of the Objection Period, then the Closing Statement and the determination of calculations set forth therein (as revised in accordance with clause (i) or (ii) below) shall become final and binding upon the Parties on the earlier to occur of (i) the date Buyer and Sellers resolve in writing any differences they have delivered a Notice with respect to the matters specified in the Objection Notice, or (ii) the date any disputed matters are finally resolved by the Accounting Firm as provided below. The Purchase Price as set forth in the version of Concurrencethe Closing Statement that becomes final and binding on the Parties in accordance with this Section 1.4(b) is referred to herein as the “Final Purchase Price.” (c) If a From the Closing until such time as all matters set forth in the Objection Notice have been fully and finally resolved in accordance herewith, Buyer shall (i) maintain and provide to Sellers and their advisors and representatives reasonable access to all documents and other information utilized by Buyer and its representatives and advisors in connection with Buyer’s preparation of Concurrence is delivered the Closing Statement, including (without limitation) all financial statements, work papers, schedules, accounts, analysis and books and records relating to the Closing Statement as was utilized by Buyer in connection with preparation of the Closing Statement; (ii) provide Sellers and their representatives and advisors reasonable access to such employees, auditors, advisors and representatives who participated in the preparation or deemed deliveredreview of, or otherwise have relevant knowledge concerning, the Closing Statement; and (iii) reasonably cooperate with Sellers in providing the information and personnel reasonably required by Sellers to resolve the matters set forth in the Objection Notice; provided, that any access provided to Sellers pursuant to this Section 1.4(c) shall be (A) during regular business hours, and if (B) in a manner which will not unreasonably interfere with the operation of the Business. The rights of Sellers under this Agreement shall not be prejudiced by the failure of Buyer to comply with this Section 1.4(c) and, without limiting the generality of the foregoing, the time period by which Sellers are required to provide an Objection Notice under Section 1.4(b) shall be automatically extended by the number of days Buyer fails to comply with this Section 1.4(c) plus an additional fifteen (15) calendar days. (d) In the event that Sellers provide an Objection Notice to Buyer prior to the end of the Objection Period, then Sellers and Buyer shall, within twenty (20) calendar days following Sellers’ delivery of such Objection Notice (such 20-day period, the “Dispute Resolution Period”), in good faith seek to resolve the items disputed in the Objection Notice. (e) If, during the Dispute Resolution Period, Sellers and Buyer resolve their differences in writing as to any disputed amount, such resolution shall be deemed final and binding with respect to such amount for the purpose of determining that component of the Final Purchase Price. In the event that Sellers and Buyer do not resolve all of the items disputed in the Objection Notice prior to the end of the Dispute Resolution Period, all such unresolved disputed items shall be submitted by Buyer or Sellers to Deloitte (or, if such firm is not available or otherwise cannot accept such submission, to another nationally recognized accounting firm that has not worked with Sellers or Buyer or any of their respective Affiliates in the past three (3) years) (the “Accounting Firm”) for resolution, and Buyer and each Seller shall promptly sign an engagement letter with the Accounting Firm in a form customary for an engagement of this type. The Accounting Firm shall, acting as experts in accounting and not as arbitrator, determine only those items still in dispute, and for each such item shall determine a value within the range of values submitted therefor by Buyer and Sellers in the Closing Payment Statement and the Objection Notice, respectively. The Accounting Firm shall deliver to Buyer and Sellers a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Accounting Firm by Buyer and Sellers) of the disputed amounts within thirty (30) calendar days of submission to the Accounting Firm of such disputed amounts (such 30-day period, the “Adjudication Period”), which determination shall be final and binding. In the event that either Buyer or Sellers fail to submit their respective statement regarding any items remaining in dispute within the time determined by the Accounting Firm, then the Accounting Firm shall render a decision based solely on the information timely submitted to the Accounting Firm by Buyer and Sellers. Notwithstanding the foregoing, if either Party prevents the other Party from obtaining access to any information that such Party has reasonably requested pursuant to this Section 1.4, or if a Party otherwise fails to provide such information on a timely basis after receiving a reasonably specific request for access from the other Party, the Accounting Firm shall have the authority, in its sole discretion, to (i) extend the Adjudication Period for such amount of time as the Accounting Firm deems equitable; (ii) direct that the withholding Party promptly provide the other Party with such access as the Accounting Firm deems equitable; and/or (iii) render a decision adverse to the withholding Party in respect of any issue or amount that the Accounting Firm deems equitable given the information that has been withheld. (f) In the event that the Final Purchase Price is less than the Closing PaymentEstimated Purchase Price, the Sellers shall pay to Buyer shall be entitled an amount equal to payment out of the Royalty Consideration such difference in the full manner provided in Section 1.4(g), or the Stockholder Representative and Buyer may jointly direct the Escrow Agent to pay such amount of such shortfallfrom the Escrow Amount. If a Notice of Concurrence is delivered or deemed delivered, and In the event that the Final Closing Payment Purchase Price is greater than the Closing PaymentEstimated Purchase Price, Buyer shall pay to the Seller Stockholder Representative an amount equal to such difference in the full amount of such excess (with such payment being manner provided in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of Section 1.4(g), for distribution to Sellers and the delivery of the Notice of ConcurrenceOption Holders. (dg) If a Notice All payments to be made pursuant to Section 1.4(f) hereof shall be made on the second (2nd) Business Day following the date on which the Closing Statement becomes final and binding on the Parties in accordance with Section 1.4(b). All payments made pursuant to this Section 1.4(g) shall be made via wire transfer of Disagreement is deliveredimmediately available funds to such account or accounts as shall be designated in writing by the recipient, then without interest. (h) All fees and expenses relating to the Seller work, if any, to be performed by the Accounting Firm shall be allocated between Buyer, on the one hand, and Sellers and the Buyer shallOption Holders, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. Ifother hand, during in the same proportion that the aggregate amount of the disputed items so submitted to the Accounting Firm that are unsuccessfully disputed by such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party Party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as finally determined by the Independent Auditor is less than Accounting Firm) bears to the Closing Payment, the Buyer shall be entitled to payment out total amount of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutiondisputed items so submitted. (ei) Each of the Seller The Estimated Closing Statement and the Buyer Closing Statement and the determinations and calculations contained therein will be prepared and calculated using GAAP. (j) For Tax purposes, any payments pursuant to Section 1.4(g) shall pay fifty percent (50%) of be treated as adjustments to the fees and expenses of Purchase Price to the Independent Auditorextent permitted by Applicable Law.

Purchase Price Adjustment. (a) Within 90 days following On or before the Closingdate that is six (6) Business Days prior to the anticipated Closing Date, Purchaser shall identify twenty (20) Acquired Leased Real Property location (such locations, the Buyer shall prepare and deliver“Representative Stores”) to, or cause to be prepared and deliveredalong with the DC, to the Seller conduct a statement physical inventory count (the “Closing ScheduleInventory Count”). Sellers may, within one (1) setting forth: (i) the Buyer’s determination Business Day of receipt of the actual amounts list of Representative Stores, object to any such Representative Stores identified therein. The Parties agree to work in good faith to identify a replacement store for each Representative Store objected to within three (A3) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as Business Day of 12:01 a.m. Eastern Time on the Closing Date without taking into account any Purchaser’s receipt of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)Sellers’ objection. (b) Within fifteen On or before the date that is four (154) days after delivery of Business Days prior to the anticipated Closing ScheduleDate, the Seller may deliver a notice to Buyer either: (i) concurring with Sellers shall deliver to Purchaser a written statement setting forth (A) the Closing Schedule Fixed Amount; plus (a “Notice of Concurrence”B) the estimated Inventory Price (subject to adjustment pursuant to the Inventory Count, as set out below); or plus (iiC) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrenceall Assumed Cure Costs. (c) If a Notice On the date that is three (3) Business Days prior to the anticipated Closing Date, Sellers shall deliver to Purchaser an estimate of Concurrence is the Acquired Inventory (the “Estimated Inventory Count”) at the Representative Stores along with the DC. On or before close of business on the third (3rd) day prior to Closing, Sellers shall cause each of the Acquired Leased Real Property to be closed, such that no Inventory shall be sold, or delivered or deemed deliveredfrom, and if any Acquired Leased Real Property. Sellers shall further cause the Final Closing Payment is less DC to be closed no later than the close of business on the fourth (4th) day prior to Closing Payment, the Buyer such that no Inventory shall be entitled sold or delivered from either the DC to payment out of any Acquired Leased Real Property or any Excluded Store. During the Royalty Consideration in two (2) calendar days immediately preceding the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed deliveredanticipated Closing Date, Purchaser shall have access to the Representative Stores and the Final Closing Payment is greater than DC solely for the Closing Paymentpurpose of conducting an Inventory Count. The Inventory Count shall be conducted by Purchaser at Purchaser’s sole cost and expense (for the avoidance of doubt, Buyer Sellers may, at Sellers’ expense, designate and have a representative attend and oversee the Inventory Count at each and any Representative Store and the DC) and the final Inventory Count shall pay to the Seller the full amount of such excess (with such payment being be mutually agreed by both Parties acting reasonably and in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrencegood faith. (d) If a Notice The Inventory Count at the DC shall be deemed to be the final Inventory Count relative to the Inventory located in the DC. Any difference between the final count of Disagreement is delivered, then the Seller Acquired Inventory at the Representative Stores and the Buyer shall, during Estimated Inventory Count at the 15-day period following such delivery (Representative Stores shall be extrapolated to all Acquired Inventory at all Acquired Leased Real Property locations on a percentage basis for the “Negotiation Period”), use commercially reasonable efforts purpose of determining the Inventory Price with respect to agree on the Final Adjustment AmountAcquired Inventory at the Acquired Leased Real Property locations. If, during such period, The Inventory Price shall be adjusted accordingly to give effect to the Seller final Inventory Count of the DC and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out final Inventory Count of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionAcquired Leased Real Property locations. (e) Each For the avoidance of doubt, the Inventory Count and any reconciliation related to the Inventory Price shall be based on the landed cost value of the Seller Acquired Inventory. Acquired Inventory does not include Inventory that non-merchantable, which Inventory shall be identified by Sellers prior to the Inventory Count. To the extent non-merchantable inventory remains in a location acquired by Purchaser after Closing, such non-merchantable inventory shall be deemed abandoned, and Purchaser may destroy or otherwise dispose of such inventory at its discretion. (f) Sellers shall make available to Purchaser such books and records as shall be reasonably requested for purposes of assisting the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent AuditorInventory Count.

Purchase Price Adjustment. (a) Within 90 days following Not less than four (4) Business Days prior to the ClosingClosing Date, the Buyer Seller shall prepare and deliverdeliver to Purchaser a statement (the “Estimated Statement”) setting forth Seller’s good faith estimated calculation of the Closing Date Purchase Price, or cause including (i) the Closing Date Upward Working Capital Adjustment, (ii) the Closing Date Downward Working Capital Adjustment, (iii) the Closing Date Indebtedness Estimate and (iv) the Closing Date Selling Expenses Estimate (collectively, the “Closing Date Purchase Price Elements”), together with reasonable supporting detail and documentation. Each of the Closing Date Purchase Price Elements shall be determined in a manner consistent with and in accordance with the Statement Principles. Seller shall revise the Estimated Statement to reflect any changes reasonably proposed by Purchaser which shall be prepared provided to Seller no later than two (2) Business Days following the delivery of the Estimated Statement. (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare and delivered, deliver to the Seller a statement (the “Closing ScheduleStatement”) setting forth: forth its calculation of the Final Purchase Price, including its determination of (i) the Buyer’s determination Final Upward Working Capital Adjustment, (ii) the Final Downward Working Capital Adjustment, (iii) the Final Indebtedness and (iv) the Final Selling Expenses (collectively, the “Final Purchase Price Elements”). Each of the actual amounts Final Purchase Price Elements shall be determined (x) in a manner consistent and in accordance with the Statement Principles and without duplication of any item and (y) without giving effect to any adjustments resulting from the consummation of the transactions contemplated herein (other than Selling Expenses incurred as a result of the Closing and the Asset Transfer, which for the avoidance of doubt, shall be reflected in the Final Purchase Price Elements) or any actions taken by or on behalf of Purchaser with respect to the Company at or following the Closing. (c) The Statement shall become final and binding upon Seller and Purchaser and used for the purposes of calculating the adjustment pursuant to Section 2.02(d) and Section 2.02(e) on the thirtieth (30th) day following delivery thereof, unless Seller gives written notice to Purchaser of its disagreement with the Statement and any Final Purchase Price Element set forth in the Statement (a “Notice of Disagreement”) prior to such date. Any Notice of Disagreement shall be signed by an authorized officer of Seller and shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) include only disagreements based on mathematical errors or based on any Final Purchase Price Element not being calculated in accordance with the definition thereof or the Statement Principles, as applicable, and this Section 2.02 and (iii) specify the amount that Seller reasonably believes is the correct amount of such Final Purchase Price Element based on the disagreements set forth in the Notice of Disagreement, including a reasonably detailed description of the adjustments applied to the Statement in calculating such amount. If the Notice of Disagreement is delivered by Seller prior to the expiration of such thirty (30)-day period, then the Statement (as revised in accordance with this Section 2.02) shall become final and binding upon Seller and Purchaser on the earlier of (A) the Adjustment Amount, including date Seller and Purchaser resolve in writing all differences they have with respect to the Final Adjustment Amount Overage or matters specified in the Final Adjustment Amount Underage (the “Final Adjustment Amount”), Notice of Disagreement and (B) the date all disputed matters are finally resolved in writing by the Accounting Firm. During the thirty (30)-day period following the delivery of a Notice of Disagreement, Seller Indebtedness Amountand Purchaser shall seek in good faith to resolve in writing any differences that they have with respect to the matters specified in the Notice of Disagreement and agree on a final and binding determination of such disputed Purchase Price Element(s). During such period, Purchaser and its independent auditors shall be permitted to review the working papers of Seller and its independent auditors prepared in each case as connection with the Notice of 12:01 a.m. Eastern Time Disagreement. At the end of such thirty (30)-day period, if no agreement on any such disputed Purchase Price Element(s) has been reached, then Seller and Purchaser shall submit in writing their positions with respect to any and all matters that remain in dispute and that were properly included in the Closing Date without taking into account Notice of Disagreement to an internationally recognized independent accounting firm (the “Accounting Firm”) for resolution of any of the transactions to be completed on the Closing Date and all such matters in accordance with the terms of this Agreement; . The Accounting Firm shall be Ernst & Young or, if such firm is unable or unwilling to act, such other Big Four accounting firm as shall be agreed upon by Seller and Purchaser in writing or, if the parties are unable to so agree in writing within ten (ii10) days after the end of such thirty (30)-day period, then Seller and Purchaser shall each select an internationally recognized independent accounting firm and such firms shall jointly select a calculation third internationally recognized independent public accounting firm to resolve the disputed matters. Seller and Purchaser shall jointly instruct the Accounting Firm that it (1) shall act as an expert and not as an arbitrator, (2) shall review only the matters that were properly included in the Notice of Disagreement and which remain in dispute, (3) shall make its determination in accordance with the requirements of this Section 2.02 and based solely on the written submissions of Seller and Purchaser and their respective independent auditors and not by independent review, (4) shall not assign a value for any item that remains in dispute that is greater than the greatest value, or smaller than the smallest value, set forth by either Seller or Purchaser in their written submissions to the Accounting Firm and (5) shall render its written decision as promptly as practicable, but in no event later than thirty (30) days after submission to the Accounting Firm of all matters in dispute. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Firm pursuant to this Section 2.02 shall be borne by Seller and Purchaser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees, costs and expenses of Purchaser incurred in connection with its preparation of the Statement, its review of any Notice of Disagreement and its preparation of any written submissions to the Accounting Firm shall be borne by Purchaser, and the fees, costs and expenses of Seller incurred in connection with its review of the Statement, its preparation of any Notice of Disagreement and its preparation of any written submissions to the Accounting Firm shall be borne by Seller. All determinations made by the Accounting Firm will be final, conclusive and binding on the parties to this Agreement. Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 2.02(c) shall be the exclusive mechanism for resolving disputes regarding any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of ConcurrenceDate Purchase Price. (d) If a Notice of Disagreement the Closing Date Purchase Price is deliveredless than the Final Purchase Price, then the Seller and the Buyer Purchaser shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on and if the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor Purchase Price is less than the Closing PaymentDate Purchase Price, Seller shall, within five (5) Business Days after the Buyer shall be entitled Statement becomes final and binding on Seller and Purchaser pursuant to Section 2.02(c), make payment out by wire transfer in immediately available funds of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined difference to an account designated by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount recipient of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionpayment. (e) Each line item of the Closing Working Capital shall be calculated (i) in the same manner, using the same Accounting Policies as the corresponding line item of the Target Working Capital set forth in the sample calculation set forth on Section 2.02(e) of the Seller Disclosure Schedule was calculated, and (ii) without giving effect to the Acquisition or any other transaction contemplated by this Agreement (but, for the avoidance of doubt, giving effect to the Asset Transfer and taking into account Selling Expenses incurred as a result of the Closing). The foregoing principles are referred to in this Agreement as the “Statement Principles”. The Purchase Price adjustment contemplated by this Section 2.02 can only be effected as intended by Seller and Purchaser if the calculations of the Target Working Capital and the Buyer shall pay fifty percent (50%Closing Working Capital are done in the same manner, using the same Accounting Policies, in accordance with the sample calculations set forth on Section 2.02(e) of the fees and expenses Seller Disclosure Schedule. The scope of the Independent Auditordisputes to be resolved by the Accounting Firm shall be limited to whether there were mathematical errors in the Statement and whether the calculation of the Final Purchase Price Elements was done in accordance with the respective definitions thereof or the Statement Principles, as applicable, and this Section 2.02, and the Accounting Firm is not authorized or permitted to make any other determination, including any determination as to whether the Accounting Policies were followed in calculating the Target Working Capital set forth in the sample calculation set forth on Section 2.02(e) of the Seller Disclosure Schedule, the Final Purchase Price Elements or the Statement or as to whether the Target Working Capital set forth in the sample calculation set forth on Section 2.02(e) of the Seller Disclosure Schedule is correct. (f) Until the date on which the Statement shall become final and binding on the parties pursuant to Section 2.02(c), each of Seller and Purchaser agrees that, following the Closing, it shall afford and cause to be afforded to the other party and any accountants, counsel or financial advisors retained by such other party in connection with any adjustment to the Purchase Price contemplated by this Section 2.02, access upon reasonable notice during normal business hours to their respective properties, books, contracts, personnel and Records to the extent relating to the Company, and its respective accountants’ work papers relevant to the preparation of the Statement, any Notice of Disagreement and the adjustment contemplated by this Section 2.02 and shall provide such other party, upon such other party’s reasonable request and at such other party’s expense, with copies of any such books, contracts, Records and work papers.

Purchase Price Adjustment. (a) Within 90 days following the Closing, the Buyer Northrop Grumman shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination management of the actual amounts of (A) the Adjustment AmountCompany, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on soon as practicable after the Closing Date without taking into account has been established, but in any event no later than ten (10) Business Days prior to the Closing Date, to deliver to Parent an estimated balance sheet of the transactions to be completed on Company and its Subsidiaries as of the Closing Date (the "ESTIMATED CLOSING BALANCE SHEET") prepared in good faith and in accordance with GAAP consistently applied, which will be in a format comparable to and include the same line items as the Adjusted Interim Balance Sheet. To the extent consistent with GAAP, the Estimated Closing Balance Sheet will be prepared using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as was used in the preparation of the Adjusted Interim Balance Sheet, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from or resulting as a consequence of the Northrop/TRW Merger or the transactions contemplated hereby. The Estimated Closing Balance Sheet will be accompanied by an additional schedule of information showing Northrop Grumman's method of calculating good faith estimates of the Closing Working Capital ("ESTIMATED WORKING CAPITAL") and the Closing Adjusting Indebtedness ("ESTIMATED ADJUSTING INDEBTEDNESS") in accordance with the terms definitions thereof. The cash portion of the Purchase Price set forth in Section 3.1(b)(i) of this Agreement; (ii) a calculation of any adjustments Agreement shall be increased or decreased in an amount equal to the amount by which the Estimated Working Capital is greater or less than the Target Working Capital. If the Estimated Working Capital is greater than the Target Working Capital, the cash portion of the Purchase Price set forth in Section 3.1(b)(i) of this Agreement to be paid by the appropriate BCP Entities at Closing Payment based on such calculations (shall be increased by the adjusted Closing Payment as a result amount of such calculation being excess. If the “Final Closing Payment”); and (iii) a calculation Estimated Working Capital is less than the Target Working Capital, the cash portion of the accounts receivable contained Purchase Price set forth in Section 3.1(b)(i) of this Agreement to be paid by the Preliminary Adjustment Amount that were not collected appropriate BCP Entities at Closing shall be decreased by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)amount of such deficit. (b) Within fifteen sixty (1560) days after delivery the Closing Date, Parent shall prepare and deliver to Northrop Grumman a combined balance sheet (together with all work papers and other supporting documentation and schedules used in the preparation thereof) of the Company and its Subsidiaries as of the Closing ScheduleDate prepared in accordance with GAAP consistently applied, which will be in a format comparable to and include the same line items as the Adjusted Interim Balance Sheet (such balance sheet, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”"CLOSING BALANCE SHEET"); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than consistent with GAAP, the Closing PaymentBalance Sheet will be prepared using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as was used in the preparation of the Adjusted Interim Balance Sheet, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from or resulting as a consequence of the Northrop/TRW Merger or the transactions contemplated hereby. In the event that the Closing Date does not occur at a financial week or month end for accounting purposes, the Buyer parties shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.agree on mutually acceptable roll forward or roll back

Purchase Price Adjustment. (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, At least two (2) Business Days prior to the Closing Date, Seller shall deliver to Purchaser (i) a statement good faith estimate of the Inventories as of the Closing that have forward dating of a minimum of fifteen (15) months (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment AmountEstimated Inventories”), and (B) valued according to the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time calculation methodology set out on Schedule 2.6. The Estimated Inventories shall be paid at the Closing Date without taking into account any Closing. [***] Confidential portions of the transactions to be completed on the Closing Date in accordance exhibit have been omitted and filed separately with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing Securities and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)Exchange Commission. (b) Within fifteen forty-five (1545) days after delivery of the Closing ScheduleDate, the Purchaser shall deliver to Seller may deliver a notice to Buyer either: (i) concurring an unaudited statement of the Inventories delivered, and the resulting value calculated in accordance with Schedule 2.6 (the “Closing Schedule (a Date Inventories” and the “Notice of ConcurrenceInventories Statement”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice During the thirty (30) day period following Seller’s receipt of Concurrence is delivered or deemed deliveredthe Inventories Statement, and if the Final Closing Payment is less than the Closing Payment, the Buyer Seller shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay given access to the employees, working papers and other Books and Records of Purchaser for purposes of evaluating the Inventories Statement. Seller the full amount may notify Purchaser in writing of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) any disputed item within thirty (30) days after receipt of the delivery of the Notice of ConcurrenceInventories Statement. (d) If a Notice notice of Disagreement disputed items is timely delivered, then the Seller and the Buyer Purchaser shall, during the 15-thirty (30) day period immediately following the date of such delivery (negotiate to resolve the “Negotiation Period”), use commercially reasonable efforts to agree on disputed items. If the Final Adjustment Amount. If, during such period, the Seller and the Buyer Parties are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (agreement during the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days day period with respect to any item, such dispute shall be resolved according to the dispute resolution provisions of such resolutionthis Agreement. (e) Each If the Final Inventories are greater than the Estimated Inventories, Purchaser shall, within five (5) Business Days after the determination of the Final Inventories, pay to Seller, by wire transfer of immediately available funds in accordance with written instructions given by Seller and to Purchaser, the Buyer shall pay fifty percent amount of such excess. If the Final Inventories are less than the Estimated Inventories, Seller shall, within five (50%5) Business Days after the determination of the fees and expenses Final Inventories, pay to Purchaser, by wire transfer of immediately available funds in accordance with written instructions given by Purchaser to Seller, the Independent Auditoramount of such shortfall. (f) All payments made pursuant to this Section 2.6 shall be treated for Tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable Law.

Purchase Price Adjustment. (a) Within 90 days following At least three (3), but not more than ten (10), Business Days prior to the Closing Date, Sellers shall prepare and deliver to Acquiror a statement (the “Estimated Closing Statement”) setting forth a good faith estimate of the Closing Date Cash-on-Hand (the “Estimated Closing Date Cash-on-Hand”), the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), the Closing Date Working Capital (the “Estimated Closing Date Working Capital”) and the Closing Date Company Transaction Expenses (the “Estimated Closing Date Company Transaction Expenses”) and, on the basis thereof, the resulting calculation of the Closing Date Cash Consideration (the “Estimated Closing Date Cash Consideration”). The Estimated Closing Statement shall (insofar as it relates to Estimated Closing Date Cash-on-Hand and Estimated Closing Date Working Capital) (i) be prepared in accordance with the Accounting Principles, and (ii) shall not give effect to (A) the consummation of the transactions contemplated by this Agreement, (B) any financing transactions of Acquiror or any of its Subsidiaries (including the Companies) in connection with the transactions contemplated by the Closing, or any other action or omission by Acquiror after the Buyer Closing on the Closing Date, or (C) any action or omission to the extent initiated by any Company after the Closing on the Closing Date that is not in the ordinary course of business. Prior to and after delivering its Estimated Closing Statement, Sellers shall cooperate and provide such information as reasonably requested by Acquiror and its Representatives regarding the calculation of the components thereof and provide such back-up therefor as may be reasonably requested. (b) Not later than ninety (90) days after the Closing Date, Acquiror shall prepare and deliver, or cause deliver to be prepared and delivered, to the Seller Sellers a statement (the “Closing ScheduleStatement”) setting forth: forth in reasonable detail a good faith calculation of the Closing Date Cash-on-Hand, the Closing Date Indebtedness, the Closing Date Working Capital and the Closing Date Company Transaction Expenses and the resulting calculation of Closing Date Cash Consideration. The Closing Statement shall (insofar as it relates to Closing Date Cash-on-Hand and Closing Date Working Capital) (i) be prepared in accordance with the Buyer’s determination of the actual amounts of Accounting Principles, and (ii) shall not give effect to (A) the Adjustment Amountconsummation of the transactions contemplated by this Agreement, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) any financing transactions of Acquiror or any of its Subsidiaries (including the Seller Indebtedness AmountCompanies) in connection with the transactions contemplated by the Closing after the Closing on the Closing Date, in each case as of 12:01 a.m. Eastern Time or any other action or omission by Acquiror, or (C) any action or omission to the extent initiated by any Company after the Closing on the Closing Date without taking into account any that is not in the ordinary course of business. During such 90-day period after the Closing Date, Sellers shall reasonably cooperate with Acquiror and its accountants to the extent reasonably required to prepare the Closing Statement, including by providing Acquiror and its accountants reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of Sellers relating to the Closing Statement in connection with its review of the transactions Closing Statement, and Sellers shall make reasonably available to Acquiror and its accountants Sellers’ senior finance personnel and their accountants. (c) During the period from the date the Closing Statement is delivered by Acquiror to Sellers through the date such statement is finally determined in accordance with this Section 2.6, Acquiror shall reasonably cooperate with Sellers and its accountants to the extent reasonably required to conduct a review of the Closing Statement delivered to Sellers, including by providing Sellers and their accountants reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of Acquiror relating to the Closing Statement in connection with its review of the Closing Statement and Acquiror shall make reasonably available to Sellers and their accountants the individuals who participated in the preparation of the Closing Statement and its accountants. (d) If Sellers notify Acquiror that Sellers agree with the Closing Statement within sixty (60) days after receipt thereof or fail to deliver notice to Acquiror of their disagreement therewith within such sixty (60) day period, the Closing Statement shall be completed conclusive and binding on Sellers and Acquiror and the Parties shall be deemed to have agreed thereto, in the first case, on the date Acquiror receives the notice and, in the second case, on such sixtieth (60th) day after Sellers’ receipt of the Closing Statement. If Sellers disagree with the Closing Statement as it pertains to the accuracy of any amount reflected therein or the calculation of the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to Cash-on-Hand, the Closing Payment based on such calculations Date Indebtedness, the Closing Date Working Capital or the Closing Date Company Transaction Expenses as set forth therein, then Sellers shall notify Acquiror in writing of their disagreement (the adjusted Closing Payment as a result “Dispute Notice”) within such sixty (60) day period together with reasonable particulars of the basis of such calculation being dispute, including Sellers’ position of the “Final Closing Payment”); and amounts in dispute (iii) a and Sellers’ resulting position on the calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following Closing Date Cash-on-Hand, the Closing and the accounts receivable existing at Date Indebtedness, the Closing but not taken into account Date Working Capital and/or the Closing Date Company Transaction Expenses, as applicable). In such event, Sellers and Acquiror shall attempt, in calculating the Adjustment Amount (the “Excluded AR”). (b) Within good faith, to resolve their differences with respect thereto within fifteen (15) days after delivery Acquiror’s receipt of such Dispute Notice. (e) All disputes over the Closing Statement or the calculation of the Closing ScheduleDate Cash-on-Hand, the Seller may deliver Closing Date Indebtedness, the Closing Date Working Capital and/or Closing Date Company Transaction Expenses, as applicable, set forth in the Dispute Notice not resolved by Sellers and Acquiror within such fifteen (15) day period (and only such disputes) shall be submitted to Xxxxxxxx Xxxxx or another independent firm mutually agreed upon by the parties within such fifteen (15) day period (the “Auditor”) to determine such dispute, and such determination shall be final and binding on the parties. The Auditor shall base its determination only on written presentations by Acquiror and/or Sellers which are in accordance with the definitions contained in this Agreement and the guidelines and principles of this Section 2.6 (including Schedule 2.6(a) and Schedule 2.6(b)) (i.e., not on the basis of an independent review) and shall render a notice written report (the “Adjustment Report”) to Buyer either: Sellers and Acquiror setting forth, in reasonable detail, the Auditor’s determination with respect to each of the disputed items or amounts submitted to the Auditor, and the adjustments, if any, to be made to the Closing Statement and the Closing Date Cash-on-Hand, the Closing Date Indebtedness, the Closing Date Working Capital and/or the Closing Date Company Transaction Expenses, as applicable, together with reasonably detailed supporting calculations. In resolving any disputed item, the Auditor (i) concurring with shall adhere to the Closing definitions contained in this Agreement and the guidelines and principles of this Section 2.6 (including Schedule (a “Notice of Concurrence”2.6(a) and Schedule 2.6(b); or ) and (ii) disagreeing therewith (shall not assign a “Notice value to any item higher than the highest value for such item claimed by either Party or lower than the lowest value for such item claimed by either Party; provided, however, that to the extent the determination of Disagreement”). If the Seller delivers a Notice value of Disagreementany disputed item affects any other item used in calculating the Closing Date Cash-on-Hand, then it shall the Closing Date Indebtedness, the Closing Date Working Capital and/or the Closing Date Company Transaction Expenses, such effect may be accompanied taken into account by the Seller’s proposed revisions Auditor. The parties shall use reasonable best efforts to cause the Closing Schedule. If the Seller fails Auditor to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, complete its work and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) render its determination within thirty (30) days of its engagement. All fees and expenses relating to the delivery work of the Notice Auditor shall be borne by Sellers, on the one hand, and by Acquiror, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Auditor (such inverse proportion for each party shall be the absolute value obtained for each party by dividing (A) the difference of Concurrence(1) the amount of the Closing Date Cash Consideration proposed by such party and (2) the amount of the Closing Date Cash Consideration established by the Auditor by (B) the difference between (1) the amount of the Closing Date Cash Consideration proposed by Sellers and (2) the amount of Closing Date Cash Consideration proposed by Acquiror), which proportionate allocation shall also be determined by the Auditor and set forth in the Adjustment Report. (df) The Closing Statement, the calculations of the Closing Date Cash-on-Hand, the Closing Date Indebtedness, the Closing Date Working Capital and the Closing Date Company Transaction Expenses, and the resulting calculation of the Closing Date Cash Consideration shall be deemed final for purposes of this Section 2.6 on the second Business Day following the later of (i) the date on which Sellers and Acquiror agree to the Closing Statement (or are deemed to have agreed to the Closing Statement in accordance with Section 2.6(d)) and (ii) the date on which the Adjustment Report is issued by the Auditor pursuant to Section 2.6(e) (such later date, the “Settlement Date”). (g) Upon finalization of the Closing Date Cash-on-Hand, the Closing Date Indebtedness, the Closing Date Working Capital, the Closing Date Company Transaction Expenses and the Closing Date Cash Consideration in accordance with this Section 2.6, the following adjustments shall be made: (i) If a Notice of Disagreement the Closing Date Cash Consideration as so finally determined pursuant to this Section 2.6 is deliveredgreater than the Estimated Closing Date Cash Consideration (the “Cash Consideration Surplus”), then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution Purchase Price shall be finaladjusted upward in an amount equal to the Cash Consideration Surplus and Acquiror shall pay or cause to be paid, conclusive and binding upon within two (2) Business Days of the parties heretoSettlement Date, absent fraud to Sellers an amount equal to such Cash Consideration Surplus by wire transfer in immediately available funds to one or manifest error. To more accounts designated by Sellers; and (ii) If the extent the Final Closing Payment Date Cash Consideration as so finally determined by the Independent Auditor pursuant to this Section 2.6 is less than the Estimated Closing PaymentDate Cash Consideration (the “Cash Consideration Deficit”), then the Buyer Purchase Price shall be entitled adjusted downward in an amount equal to payment out the Cash Consideration Deficit and Sellers shall pay or cause to be paid, within two (2) Business Days of the Royalty Settlement Date, to Acquiror an amount equal to such Cash Consideration Deficit by wire transfer in the full amount of such shortfall. To the extent the Final Closing Payment as determined immediately available funds to one or more accounts designated by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionAcquiror. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 days following 11.2.1 No later than 30 Business Days after the ClosingClosing Date, the Seller must provide the Buyer shall prepare with a draft Final Purchase Price Calculation applying the provisions of clause 5, and deliverconsisting of a calculation, or cause to be prepared and deliveredaccompanied by relevant documentation, to the Seller a statement (the “Closing Schedule”) setting forth: of (i) the Buyer’s determination of Final Net Debt; (ii) the actual amounts of Final Working Capital; (Aiii) the Purchase Price determined in accordance with clause 5.1 and (iv) the Adjustment Amount, including if any. The Buyer must procure that the Group makes available and gives the Seller and its advisors access during usual business hours and upon 2 Business Days’ notice to all necessary information and relevant employees within the Group as well as to the Group Companies’ auditors to enable the Seller to prepare the draft Final Purchase Price Calculation within the timeframe set forth herein. 11.2.2 If the Buyer does not notify the Seller of an objection to the Seller’s draft of the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date Purchase Price Calculation in accordance with the terms procedures of this Agreement;clause 11.2.3, it will be final and binding on the Parties and the Adjustment Amount payable, if any, and by which Party, shall be determined by reference to such Final Purchase Price Calculation. 11.2.3 If the Buyer disagrees with any element of the Seller’s draft of the Final Purchase Price Calculation, the Buyer must give Notice of an Objection to the Seller no later than 30 Business Days after delivery of the Seller’s draft of the Final Purchase Price Calculation. The Buyer must describe in detail the Disputed Matters, include the Buyer’s calculation of the Final Purchase Price Calculation and refer to the provisions of the Agreement that the Buyer invokes in support of its position, including which adjustments to the Adjustment Amount, if any, the Buyer requests. Unless (i) any Objection has been served on the Seller within the time frame stipulated above and (ii) a calculation the Objection contains all such information as specified in the immediate preceding sentence, the draft Final Purchase Price Calculation prepared by the Seller will be final and binding on the Parties. 11.2.4 Subject to clause 11.2.5, if the Buyer gives Notice of any adjustments an Objection in accordance with clause 11.2.3, the Parties must attempt to reach an agreement on the Disputed Matters no later than 15 Business Days after the Seller’s receipt of the Objection. If the Parties are unable to reach an agreement within this time limit, either Party may demand that the Disputed Matters be referred to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); andExpert. (iiia) a calculation The Expert will resolve the Disputed Matters by determining the proper value of the accounts receivable contained items which are subject of the Disputed Matters in accordance with the Preliminary Adjustment Amount that Agreement, including clause 5. The Expert’s decision on the Disputed Matters must be within the range of the values proposed for such Disputed Matter by the Buyer and the Seller. If the determination of the Disputed Matters depends on an accounting estimate, the Expert must make an independent estimate on the basis of what he considers to be fair and reasonable under the Agreement and consistent with the Group’s Accounting Principles. If his independent determination is outside the range proposed by the Parties, his determination will be deemed to be equal to the value proposed by the Party which was closest to such determination. The Expert is not authorized to decide on any legal dispute concerning the interpretation of the Agreement. Any such dispute must be resolved in accordance with clause 15. Upon determination of the Disputed Matters, the Expert will prepare a Final Purchase Price Calculation implementing his determination on the Disputed Matters (but without making any changes to any elements of the Final Purchase Price Calculation which were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”Disputed Matters). (b) Within fifteen (15) days after delivery The Final Purchase Price Calculation prepared by the Expert will be final and binding on the Parties, and it can only be challenged in accordance with clause 15 in the event of the Closing Schedulefraudulent acts or obvious errors. The Adjustment Amount payable, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreementif any, then it shall be accompanied determined by the Seller’s proposed revisions reference to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of ConcurrenceFinal Purchase Price Calculation. (c) If The Expert will make decisions as to the apportionment of his fees and other costs between the Parties, taking into account the amount by which each Party’s calculation of the Purchase Price deviated from the Purchase Price determined by him. 11.2.5 Any Disputed Matters in a Notice of Concurrence Objection given by the Buyer relating to the line item entitled “Corporate Tax Payables” in the table in Schedule 5.1(b) shall be disregarded and not referred to the Expert, unless the Seller’s estimate delivered under clause 10.3(a) is delivered based on manifest error on the part of the Seller. 11.2.6 No later than 5 Business Days after the Final Purchase Price Calculation has become final and binding on the Parties in accordance with this clause 11.2, the Adjustment Amount (together with the Interest accrued on the Adjustment Amount from the Closing Date through the date of payment) must be paid in immediately available funds by the Seller to the Buyer, or deemed deliveredby Buyer to the Seller, and as applicable, provided that (a) if the Final Closing Payment Adjustment Amount is less than the Closing Payment, to be paid by the Buyer to the Seller, 10% of the Adjustment Amount shall be entitled to paid by the Buyer into the Escrow Account and payment out of such portion of the Royalty Consideration in Adjustment Amount into the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, Escrow Account and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay remainder to the Seller shall fully discharge the full amount of such excess Buyer’s obligation under this clause 11.2.6; and (with such payment being in shares of Buyer Common Stock priced at $1.50 per shareb) within thirty (30) days if the Adjustment Amount is to be paid by the Seller to the Buyer, 10% of the delivery Adjustment Amount shall be released from the Escrow Account in accordance with the Escrow Agreement and such release together with the payment by the Seller to the Buyer of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out remainder of the Royalty Consideration in Adjustment Amount shall fully discharge the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionSeller’s obligation under this clause 11.2.6. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 Section 2.04(a) of the Seller Disclosure Letter sets forth certain current assets and current liabilities accounts and certain accounting principles, methodologies and policies used in the determination of such accounts. Such accounts of the Business, cumulatively, as of immediately before the effective time of the Closing (as set forth in Section 2.05(a)), determined in accordance with Section 2.04(a), of the Seller Disclosure Letter, and the principles, methodologies and policies set forth therein and, to the extent not set forth therein, in accordance with U.S. GAAP, shall constitute the “Modified Working Capital”. For the avoidance of doubt, amounts included in the determination of Closing Net Indebtedness and Closing Transaction Expenses shall be excluded from the determination of the Modified Working Capital. (b) If the Cash Purchase Price as finally determined in accordance with this Section 2.04 is less than the Estimated Cash Purchase Price, Seller shall pay to Purchaser the total amount of such deficit, and if the Cash Purchase Price as finally determined in accordance with this Section 2.04 exceeds the Estimated Cash Purchase Price, Purchaser shall pay to Seller the total amount of such excess, in either case by wire transfer of immediately available U.S. dollar funds, within three (3) Business Days after the final determination of the Cash Purchase Price, to an account designated by the party receiving payment no later than two (2) Business Days after the final determination of the Cash Purchase Price. For the avoidance of doubt, the Stock Consideration is not subject to adjustment (except pursuant to Section 2.10 or as provided in the definition thereof). (c) As promptly as practicable (and, in any event, within ninety (90) days following after the Closing), the Buyer Purchaser shall prepare and deliver, or cause deliver to be prepared and delivered, to the Seller a statement setting forth Purchaser’s calculation of (i) Modified Working Capital, (ii) Closing Net Indebtedness, (iii) Closing Transaction Expenses and (iv) the Cash Purchase Price pursuant to this Section 2.04 (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment AmountStatement”), which shall be prepared in accordance with the accounting principles, methodologies and (B) policies set forth in Section 2.04 of the Seller Indebtedness AmountDisclosure Letter (and, to the extent not set forth therein, in accordance with U.S. GAAP). The parties agree to provide each other and their respective Representatives reasonable access, during normal business hours and upon reasonable notice, to their respective books, records, work papers and personnel (and any other information which either party reasonably requests to the extent relating to the Business (including, for the avoidance of doubt, the Business in any Deferred Asset Jurisdictions)) throughout the periods during which the Closing Statement is being prepared or evaluated and any disputes that may arise under this Section 2.04 are being resolved, in each case in a manner that does not interfere unreasonably with the operations of such party’s businesses. Notwithstanding the foregoing, neither Purchaser nor Seller shall be required to (x) violate any obligation of confidentiality to which Purchaser or Seller may be subject in discharging their obligations pursuant to the immediately preceding sentence, and (y) provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such party or contravene any applicable Laws. If Seller disagrees with the determination of the Closing Statement, Seller shall notify Purchaser in writing of such disagreement within sixty (60) days after delivery of the Closing Statement, which written notice shall set forth any such disagreement in reasonable detail (“Disagreement Notice”). If Seller fails to deliver a Disagreement Notice by the end of such 60-day period, Seller shall be deemed to have accepted the Closing Statement delivered by Purchaser. Matters included in the calculations in the Closing Statement to which Seller does not object in the Disagreement Notice shall be deemed accepted by Seller and shall not be subject to further dispute or review. Purchaser and Seller shall negotiate in good faith to resolve any such disagreement, and any resolution agreed to in writing by Purchaser and Seller shall be final and binding upon the parties. (d) If Purchaser and Seller are unable to resolve any disagreement as contemplated by Section 2.04(c) within thirty (30) days after delivery by Seller of 12:01 a.m. Eastern Time a Disagreement Notice, Purchaser and Seller shall jointly select a mutually acceptable nationally recognized third party accounting firm, the retention of which will not give rise to present or potential future auditor independence problems for Seller, Purchaser or any of their respective Affiliates or Subsidiaries, as determined by the reasonable discretion of Seller and Purchaser, to resolve such disagreement (the firm so selected shall be referred to herein as the “Accounting Arbitrator”). In the event that Purchaser and Seller are unable to agree on the Closing Date without taking into account any appointment of the transactions Accounting Arbitrator, as provided above, then the Accounting Arbitrator shall be appointed, at the request of either Purchaser or Seller, by the American Arbitration Association, which Accounting Arbitrator shall be another nationally recognized third party accounting firm. The parties shall instruct the Accounting Arbitrator to consider only those items and amounts set forth in the Closing Statement as to which Purchaser has disagreed pursuant to a Disagreement Notice and Purchaser and Seller have not resolved their disagreement. The scope of the disputes to be completed on resolved by the Accounting Arbitrator shall be limited to whether such calculation was done in accordance with the terms hereof, the accounting methods, standards, policies, practices, classifications, estimation methodologies, assumptions or procedures used to prepare the Closing Date Statement, and whether there were mathematical errors in the calculation of the Closing Statement, and the Accounting Arbitrator shall not make any other determination. The Accounting Arbitrator shall make its determination based solely on written submissions, presentations and supporting material provided by Purchaser and Seller and not pursuant to any independent review. In resolving any such disagreement, the Accounting Arbitrator may only select an amount for each item in dispute that is within range of values established for such disputed item as determined by reference to the value assigned to such item by Seller in the Disagreement Notice and by Purchaser in the Closing Statement. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Arbitrator to deliver to all parties, as promptly as practicable, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it Such report shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive final and binding upon the parties heretoparties, absent fraud or manifest error. To The fees, costs and expenses of the extent Accounting Arbitrator arising in connection with this Section 2.04 shall be borne by Purchaser, on the Final Closing Payment one hand, and Seller, on the other hand, in proportion to the differences between the Cash Purchase Price as determined by the Independent Auditor is less than Accounting Arbitrator and the asserted Cash Purchase Price set forth in the Closing PaymentStatement and the Disagreement Notice, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionrespectively. (e) Each Purchaser and Seller agree that any payments made pursuant to this Section 2.04 shall be allocated in a manner consistent with any allocation agreed to pursuant to Section 2.03(c). (f) With respect to Cash and Cash Equivalents and Indebtedness of the Seller and Business denominated in currencies other than U.S. dollars, the Buyer shall pay fifty percent (50%) Applicable Exchange Rate for each such currency as of immediately before the effective time of the fees and expenses Closing as published by Bloomberg (BGN New York), shall be used to convert such amounts into U.S. dollars for purposes of determining Closing Net Indebtedness in connection with the Independent Auditor.adjustments pursuant to this Section 2.04

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.06 upon the earliest of (aA) Within 90 days following the Closingfailure of the Stockholder Representative to notify the Purchaser, on behalf of the Buyer shall prepare and deliverStockholders, or cause to be prepared and delivered, of a dispute within 30 Business Days of the Purchaser's delivery of the Closing Balance Sheet to the Seller a statement Stockholder Representative, (B) the “Closing Schedule”resolution of all disputes, pursuant to Section 2.06(b)(ii), by the Stockholders' Accountants and the Purchaser's Accountants and (C) setting forththe resolution of all disputes, pursuant to Section 2.06(b)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.06(b)(v), an adjustment to the Purchase Price shall be made as follows: (i) in the Buyer’s determination of event that the actual amounts of (A) Book Value reflected on the Adjustment Amount, including Reference Balance Sheet exceeds the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time Book Value reflected on the Closing Date without taking into account Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal to such excess over the Designated Amount. Promptly following such determination, but in any event within three (3) Business Days, the Purchaser shall deliver written notice to the Escrow Agent and the Stockholder Representative specifying the amount of such downward adjustment of the transactions to be completed on Purchase Price, and the Closing Date Escrow Agent shall, within three (3) Business Days of its receipt of such notice and in accordance with the terms of the Escrow Agreement, pay such amount to the Purchaser out of the Adjustment Escrow Fund by wire transfer in immediately available funds. In the event that the Adjustment Escrow Fund is insufficient to cover the amount of such downward adjustment, then the Escrow Agent shall distribute the entire Adjustment Escrow Fund to the Purchaser as provided above and the Stockholders shall pay, on or prior to the date on which the Escrow Agent distributes the Adjustment Escrow Fund to the Purchaser, an amount to the Purchaser, by wire transfer in immediately available funds to an account designated by the Purchaser in a written notice to the Stockholder Representative, equal to the amount of such deficiency. In the event that any Stockholder shall fail to pay the amount of such deficiency within the period specified in the immediately preceding sentence, the Purchaser may deliver written notice to the Escrow Agent and the Stockholder Representative specifying such amount, and the Escrow Agent shall, within three Business Days of its receipt of such notice and in accordance with the terms of the Escrow Agreement, pay such amount to the Purchaser out of the Indemnity Escrow Fund by wire transfer in immediately available funds. No failure of the Purchaser to deliver a notice of the type specified in the immediately preceding sentence shall relieve the Stockholders of the obligation to pay the amount of such deficiency to the Purchaser. In the event that the amount of funds in the Adjustment Escrow Fund exceeds the amount of the downward adjustment of the Purchase Price provided for in the first sentence of this Agreement;Section 2.06(c)(i), then the Escrow Agent shall, after paying the amount due to the Purchaser as provided in such sentence, pay the remaining amount of funds in the Adjustment Escrow Fund to the Stockholder Representative; and (ii) a calculation of any adjustments to in the event that the Book Value reflected on the Closing Payment based Balance Sheet exceeds the Book Value reflected on the Reference Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to such calculations (excess over the adjusted Closing Payment as a result Designated Amount and the Purchaser shall, within three Business Days of such calculation being determination, pay the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess to the Stockholders by wire transfer in immediately available funds. In such event, the Purchaser shall, within three (3) Business Days, deliver written notice to the Escrow Agent of such an event and the Escrow Agent shall, within three (3) Business Days of its receipt of such notice and in accordance with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days the terms of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is deliveredEscrow Agreement, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration pay all funds in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay Adjustment Escrow Fund to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionStockholder Representative. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 days following after the ClosingClosing Date, the Buyer Mergeparty shall prepare and deliverdeliver to American Tower (i) a consolidated balance sheet (the "Closing Balance Sheet") of American and its Subsidiaries (other than the Tower Subsidiaries) (the "Post-Closing American Group"), or cause to be prepared from the books and deliveredrecords of the Post-Closing American Group, to the Seller and (ii) a statement (the “"Closing Schedule”Statement") setting forth: forth (A) Working Capital (as defined below) as of the Effective Time ("Closing Working Capital") and (B) Net Debt (as defined below) as of the Effective Time ("Closing Net Debt"), together with a certificate of Mergeparty's chief financial officer that the Closing Statement has been prepared in accordance with this Section 6.18. During the 45-day period following American Tower's receipt of the Closing Statement, American Tower shall be permitted to review (and make copies of) the working papers of Mergeparty relating to the Closing Statement. The Closing Statement shall become final and binding upon the parties on the forty-sixth day following delivery thereof, unless American Tower gives written notice of its disagreement with the Closing Statement ("Notice of Disagreement") to Mergeparty prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the Buyer’s determination nature of any disagreement so asserted, (ii) only include disagreements based on Closing Working Capital or Closing Net Debt (or the components thereof) not being calculated in accordance with this Section 6.18 and (iii) be accompanied by a certificate of American Tower's chief financial officer that he or she concurs with each of the actual amounts positions taken by American Tower in the Notice of Disagreement. If a Notice of Disagreement is received by Mergeparty in a timely manner, then the Closing Statement (as revised in accordance with clause (A) or (B) immediately following) shall become final and binding on the earlier of (A) the Adjustment Amount, including date Mergeparty and American Tower resolve in writing any differences they have with respect to the Final Adjustment Amount Overage matters specified in the Notice of Disagreement or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, date any disputed matters are finally resolved in each case writing by the Accounting Firm (as of 12:01 a.m. Eastern Time on defined below). During the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately -day period following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it Mergeparty and American Tower shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period Mergeparty shall have access to (and shall be accompanied by permitted to make copies of) the Seller’s proposed revisions to working papers of American Tower prepared in connection with the Closing ScheduleNotice of Disagreement. If At the Seller fails to deliver any notice within end of such 1530-day period, Mergeparty and American Tower shall submit to an independent accounting firm (the Seller "Accounting Firm") for review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement and each of Mergeparty and American Tower shall submit a memorandum setting forth in reasonable detail the basis for its positions. The Accounting Firm shall be deemed a nationally recognized independent public accounting firm agreed upon by Mergeparty and American Tower in writing. Mergeparty and American Tower shall jointly use all reasonable efforts to have delivered cause the Accounting Firm to render a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) decision within thirty (30) days following submission or as promptly thereafter as is practicable. Mergeparty and American Tower agree that judgment may be entered upon the determination of the delivery Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The cost of the Notice of Concurrence. any dispute resolution (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of including the fees and expenses of the Independent AuditorAccounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 6.18 shall be borne by Mergeparty and American Tower in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. (b) Subject to Section 6.18(d), if Closing Working Capital is less than (i) $60,000,000 in the event the Closing Date is on or prior to March 31, 1998 or (ii) $70,000,000 in the event the Closing Date is after March 31, 1998 (the "WC Amount"), American Tower shall, and if Closing Working Capital is greater than the WC Amount, Mergeparty shall, owe the other the amount of such difference. The term "Working Capital" shall mean Current Assets minus Liabilities (in each case as defined below). The terms "Current Assets" and "Liabilities" shall mean the current assets and liabilities of the Post-Closing American Group calculated in accordance with GAAP except that (i) outstanding principal amount of indebtedness and liquidation preference of preferred stock shall be excluded, (ii) cash shall be excluded, (iii) accruals for Taxes shall be included, except that (A) Tax liabilities which American Tower is obligated to indemnify American and its Subsidiaries (other than the American Tower Group) pursuant to the provisions of the Tower Documentation, and deferred income Tax assets and liabilities that exist or arise from differences in basis for Tax and financial reporting purposes attributable to acquisitions, exchanges and dispositions or attributable to depreciation and amortization, shall not be taken into account, (B) Tax benefits arising from the exercise or cancellation of options between the date of the Original Merger Agreement and the Effective Time shall not be taken into account, and (C) accruals for Taxes relating to acquisitions, exchanges or dispositions shall be determined in accordance with American's past accounting practices, (iv) Current Assets shall be increased by an amount equal to the sum of (x) the amount derived by multiplying the Cash Consideration by the number of shares of American Common Stock held in its treasury as of the Effective Date and (y) the aggregate amount of the spread of $44.00 over the exercise price of each American Option outstanding on the date of the Original Merger Agreement terminated or cancelled prior to the Effective Time or for which the holder has elected to receive an option to acquire Tower Common Stock in lieu thereof, less the Tax benefit that would have been received with respect to the exercise of such options, (v) Current Assets shall be (A) increased (if the number of shares of American Common Stock issuable upon conversion of the American Convertible Preferred Stock is fewer than 3,750,000 (or if the Tower Merger Effective Time shall have occurred, 3,750,000 multiplied by the American Conversion Fraction)) by an amount equal to the amount derived by multiplying the Cash Consideration by the excess of (I) 3,750,000 (or if the Tower Merger Effective Time shall have occurred, 3,750,000 multiplied by the American Conversion Fraction) less (II) the number of shares of American Common Stock issuable upon conversion of the American Convertible Preferred Stock or (B) decreased (if the number of shares of American Common Stock issuable upon conversion of the American Convertible Preferred Stock is greater than 3,750,000 (or if the Tower Merger Effective Time shall have occurred, 3,750,000 multiplied by the American Conversion Fraction) by an amount equal to the amount derived by multiplying the Cash Contribution by the excess of (I) the number of shares of American Common Stock issuable upon conversion of the American Convertible Preferred Stock less (II) 3,750,000 (or if the Tower Merger Effective Time shall have occurred, 3,750,000 multiplied by the American Conversion Fraction), (vi) liabilities from the radio broadcasting rights contracts for St. Louis Rams games shall be limited to $3,300,000 and (vii) amounts owed by American Tower to American pursuant to Section 9.3(b) shall be excluded from Current Assets, and liabilities of American, if any, with respect to such amounts shall be excluded from Liabilities (it being understood that neither American nor Mergeparty shall be responsible for any such liabilities).

Purchase Price Adjustment. (a) Section 2.3(a) of the Disclosure Schedule sets forth Seller’s good faith estimate of Net Working Capital (the “Estimated Net Working Capital”). (i) If the (A) Estimated Net Working Capital is less than (B) the Baseline Net Working Capital, the Purchase Price payable at the Closing shall be reduced by such difference; or (ii) If the (A) Estimated Net Working Capital is greater than (B) the Baseline Net Working Capital, the Purchase Price payable at the Closing shall be increased by such difference. (b) Within 90 days following forty-five (45) Business Days after the Closing, the Buyer Purchaser shall prepare and deliver, or cause to be prepared and delivered, deliver to the Seller a statement calculation of Net Working Capital (the “Closing Schedule”) setting forth:). Prior to the date on which the Purchaser delivers to the Seller the calculation described in the previous sentence (the “Delivery Date”), the Seller shall make its accounting personnel reasonably available to the Purchaser to facilitate the Purchaser’s calculation of Net Working Capital. (ic) In the Buyer’s determination of the actual amounts of event (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and Estimated Net Working Capital is greater than (B) the Net Working Capital, the Seller Indebtedness Amountshall be required to refund, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments an adjustment to the Closing Payment based on such calculations (Purchase Price, to the adjusted Closing Payment as a result Purchaser the amount of such calculation being difference. In the “Final Closing Payment”); and event (iiiA) a calculation the Estimated Net Working Capital is less than (B) the Net Working Capital, the Purchaser shall be required to pay, as an adjustment to the Purchase Price, to the Seller the amount of such difference. Any amounts owed by the accounts receivable contained in Seller to the Preliminary Adjustment Amount that were not collected Purchaser or by Buyer the Purchaser to the Seller pursuant to this Section 2.3(c) shall be due and payable within the thirty (30) days immediately following Business Days of the Closing and Delivery Date, unless disputed in accordance with Section 2.3(d). The adjustment to the accounts receivable existing at the Closing but not taken into account Purchase Price provided for in calculating the Adjustment Amount (this Section is referred to in this Agreement as the “Excluded ARPurchase Price Adjustment.”). (bd) Within fifteen The Seller shall have thirty (1530) days after delivery of Business Days from the Closing Schedule, the Seller may Delivery Date to deliver a written notice of disagreement to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith Purchaser regarding the Purchase Price Adjustment (a “Notice of Disagreement”). If The sole permissible grounds for objection shall be that Net Working Capital or the Purchase Price Adjustment was not calculated in accordance with the definition thereof. During such period, the Purchaser shall make the books and accounting records relating to the Business (including work papers) and appropriate accounting personnel reasonably available to the Seller delivers a for the purpose of verifying Net Working Capital. Any such Notice of Disagreement, then it Disagreement shall be accompanied by specify in reasonable detail the nature of any disagreement so asserted and any contested amounts and shall include a schedule in the form of Section 2.3(a) of the Disclosure Schedule setting forth the Seller’s proposed revisions to determination of Net Working Capital and the Closing SchedulePurchase Price Adjustment. If the Seller fails to deliver any notice no Notice of Disagreement is delivered within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of Business Day period, the delivery of Net Working Capital and Purchase Price Adjustment set forth in the Notice of Concurrence. (d) Closing Schedule shall become final and binding upon the Parties. If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly any amounts not disputed therein shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive become final and binding upon the parties hereto, absent fraud or manifest errorParties. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing PaymentFollowing delivery of a Notice of Disagreement, the Buyer Parties shall be entitled attempt to payment out resolve any differences which they may have with respect to any matter specified in the Notice of Disagreement. If the Parties fail to reach a written agreement with respect to all such matters within forty (40) Business Days of the Royalty Consideration in the full amount Notice of Disagreement, then all such shortfall. To the extent the Final Closing Payment matters as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.specified

Purchase Price Adjustment. (a) Within 90 days following Not less than three and not more than five Business Days prior to the Closinganticipated Closing Date, the Buyer Seller shall prepare in good faith and deliverdeliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth (i) Seller’s good faith estimate of Closing Cash (“Estimated Cash”), or cause to (ii) Seller’s good faith estimate of Closing Working Capital (“Estimated Working Capital”), (iii) Seller’s good faith estimate of Closing Indebtedness (“Estimated Closing Indebtedness”), (iv) Seller’s good faith estimate of Closing Transaction Expenses (“Estimated Closing Transaction Expenses”), (v) Seller’s good faith estimate of Closing Change of Control Payments (“Estimated Closing Change of Control Payments”) and (vi) the Initial Closing Date Amount. The Estimated Closing Statement shall be prepared in accordance with the Accounting Principles, and deliveredshall be accompanied by Seller’s calculations of such amounts in reasonable detail. (b) Within 60 calendar days after the Closing Date, Purchaser shall prepare in good faith and deliver to the Seller a statement (the “Closing ScheduleStatement”) setting forth: forth (i) the Buyer’s determination Cash as of the actual amounts of Reference Time (Abut giving effect to any (i) cash payments or transfers to Seller or its Subsidiaries (other than the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”Group Companies), and (Bii) the Seller Indebtedness Amountcash payments of Transaction Expenses or (iii) cash repayments of Indebtedness, in each case after the Reference Time but prior to the Closing) (“Closing Cash”), (ii) Working Capital as of 12:01 a.m. Eastern the Reference Time on (“Closing Working Capital”), (iii) Indebtedness as of the Reference Time (but giving effect to any subsequent incurrence of Indebtedness prior to the Closing) (“Closing Indebtedness”), (iv) Transaction Expenses incurred but not paid prior to the Closing Date without taking into account any (“Closing Transaction Expenses”), (v) Change of Control Payments to the transactions extent not paid prior to be completed on the Closing (“Closing Change of Control Payments”) and (vi) the Final Closing Date Amount. The Closing Statement shall be prepared in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such Accounting Principles, and shall be accompanied by Purchaser’s calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained amounts in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)reasonable detail. (bc) Within fifteen (15) days after During the 45 calendar day period following Purchaser’s delivery of the Closing ScheduleStatement, Seller and any accountants, counsel or financial advisers retained by Seller in connection with any adjustment to the Purchase Price contemplated by this Section 1.04 shall be permitted to review (subject to execution of customary access letters) the working papers of Purchaser and each Group Company to the extent relating to the Closing Statement. The Closing Statement shall become final and binding upon the parties on the 45th calendar day following delivery thereof, unless Seller may deliver a gives written notice to Buyer either: (i) concurring of its disagreement with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith Statement (a “Notice of Disagreement”)) to Purchaser on or prior to such date, which disagreement shall be limited to mathematical errors and calculations of amounts not being made in accordance with the Accounting Principles and this Agreement. If the Seller delivers a Any Notice of DisagreementDisagreement shall specify in reasonable detail the item(s), then it dollar amount(s), nature and basis of any disagreement so asserted and shall be accompanied by include alternative calculations of Closing Working Capital, Closing Cash, Closing Indebtedness, Closing Transaction Expenses and Closing Change of Control Payments and a recalculation of the Seller’s proposed revisions to the Final Closing ScheduleDate Amount. If the Seller fails to deliver any notice within such 15-day period, the Each of Purchaser and Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than agreed with all other items contained in the Closing Payment, the Buyer shall be entitled Statement that are not subject to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) Disagreement. If a Notice of Disagreement is delivereddelivered to Purchaser within the 45 calendar day period referred to above, then the Closing Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date on which Purchaser and Seller resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the Buyer shall, during date on which all such disputed matters are finally resolved in writing by the 15-Independent Expert pursuant to the procedures set forth in this Section 1.04. During the 60 calendar day period following such the delivery (the “Negotiation Period”)of a Notice of Disagreement, use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Purchaser and Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) seek in good faith to resolve in writing any differences that they may have with respect to the disagreement, matters specified in the Notice of Disagreement and any such resolution shall by them agreed to in writing as to any disputed matters will be final, conclusive and binding on the parties; provided that all negotiations between Purchaser and Seller regarding the matters specified in such Notice of Disagreement will (unless otherwise agreed by Purchaser and Seller) be governed by Rule 408 of the U.S. Federal Rules of Evidence and any comparable applicable state rule. If Purchaser and Seller have not resolved such matters at the end of such 60 calendar day period, Purchaser and Seller shall submit to the Independent Expert for review any and all matters that remain in dispute and were included in the Notice of Disagreement. The parties shall instruct the Independent Expert to render its decision as to the disputed matters and the effect of its decision on the Closing Statement as promptly as practicable but in no event later than 60 calendar days after its selection. Each party shall as promptly as reasonably practicable furnish to the Independent Expert such working papers and other relevant documents and information relating to the disputed matters, and shall provide interviews and answer questions, as the Independent Expert may reasonably request in connection with its determination of such disputed matters; provided that no party shall be obligated to provide access or information if such party determines, in its reasonable judgment, that doing so may violate any applicable Law, or jeopardize protection of attorney client privileges. In the event any party (or any of its Affiliates or representatives) shall participate in teleconferences or meetings with, or make presentations to, or otherwise have correspondence with the Independent Expert, such party shall not (and shall cause its Affiliates and any attorney, accountant or other advisor, agent or other representative (collectively, “Representatives”) not to) have any ex parte meetings, teleconference, presentations or other correspondence with the Independent Expert but shall ensure that the other party participate in all such teleconferences, meetings, presentations and receive copies of all such correspondence substantially simultaneously. The terms of the appointment and engagement of the Independent Expert shall be as agreed upon between the parties heretoin writing. (d) In resolving any such disputed matter, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is Expert (i) shall act in the capacity of an expert and not as an arbitrator, (ii) shall limit its review to matters specifically set forth in the Notice of Disagreement as a disputed matter (other than matters thereafter resolved by mutual written agreement of the parties), (iii) shall not assign a value to any disputed matter greater than the greatest value for such matter claimed by either party or less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration smallest value for such matter claimed by either party in the full amount Closing Statement or in the Notice of such shortfall. To Disagreement and (iv) shall make its determinations in accordance with the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionAccounting Principles and this Agreement. (e) Each The final determination by the Independent Expert of the Seller matters submitted to it pursuant to Section 1.04(c) shall (i) be in writing, (ii) include the Independent Expert’s calculation of the Final Closing Date Amount, (iii) include the Independent Expert’s determination of each matter submitted to it pursuant to Section 1.04(c) and (iv) include a brief summary of the Independent Expert’s reasons for its determination of each matter. (f) Absent manifest error, the resolution of disputed matters by the Independent Expert shall be final and binding, and the Buyer shall pay fifty percent (50%) determination of the Independent Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Independent AuditorExpert incurred pursuant to this Section 1.04. shall be borne by Seller and Purchaser in inverse proportion as they may prevail on the matters resolved by the Independent Expert, which proportionate allocation shall be calculated on an aggregate basis based on the relative amounts in dispute (based on such amounts as originally submitted to the Independent Expert) and shall be determined in accordance herewith and confirmed in writing by the Independent Expert at the time its final determination is rendered. By way of example, should the items in dispute total in amount to $1,000 and the Independent Expert award $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by Seller. (g) Within five Business Days after the Closing Statement becomes final and binding upon the parties: (i) if the Final Closing Date Amount is less than the Initial Closing Date Amount, Seller shall pay to Purchaser the amount of such difference by wire transfer of immediately available funds to the bank account designated in writing by Purchaser; or (ii) if the Final Closing Date Amount is greater than the Initial Closing Date Amount, Purchaser shall pay to Seller the amount of such difference by wire transfer of immediately available funds to the bank account designated in writing by Seller, in each case, together with interest thereon, from the date such payment was required to be made until the date of payment, at the prime rate as published in The Wall Street Journal in effect on the date such payment was required to be made. (h) During the period from the date of delivery of the Closing Statement until the earlier of (i) such time as the Closing Statement shall become final and binding upon the parties in accordance with this Section 1.04 and (ii) the matters described in Section 1.04(c) are submitted to the Independent Expert, Purchaser shall afford, and shall cause each Group Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with any adjustment to the Purchase Price contemplated by this Section 1.04 reasonable access during normal business hours to all the properties, books, Contracts, personnel and records of the Group Companies, and, subject to the execution of customary release and hold harmless letters, the work papers of Purchaser and the Group Companies, relevant to the adjustments contemplated by this Section 1.04 in each case to the extent necessary to allow Seller to verify the accuracy of the Closing Statement, and shall provide, upon Seller’s reasonable request, copies of any such books, Contracts, records and work papers; provided, that (i) Purchaser and the Group Companies shall not be required to provide such access if Purchaser determines, in its reasonable judgment, that doing so could (A) violate applicable Law, an applicable Judgment or a Contract or (B) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege (it being understood that Purchaser and the Group Companies shall use commercially reasonable efforts to provide such access in a manner that does not violate any such Law, Judgment or Contract or jeopardize any such privilege or protection).

Purchase Price Adjustment. (a) Within 90 60 days following after the Closing, the Buyer Purchaser in consultation with Sellers shall prepare and deliver, or cause to be prepared and delivered, deliver to the Seller Sellers a statement (the “Closing Schedule”) setting forth: "Adjustment Statement"), which reflects (i) the Buyer’s determination of the actual amounts of difference between (A) the Adjustment AmountStores and Inventory Amount as of the Closing Date, including based on an inventory survey conducted by Purchaser within 30 days after the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”)Closing Date, which may be observed by Sellers, and (B) the Seller Indebtedness undisputed Estimated Stores and Inventory Amount (such difference is referred to as the "Stores and Inventory Adjustment Amount"), in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments the difference between (A) the Post-September Capital Expenditures Amount and (B) the undisputed Estimated Post-September Capital Expenditures Amount (such difference is referred to as the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”"Post-September Capital Expenditures Adjustment Amount"); and , (iii) a calculation the difference between (A) the Post-April RRSU Payment Amount and (B) the undisputed Estimated Post-April RRSU Payment Amount (such difference is referred to as the "RRSU Adjustment Amount"), and (iv) the difference between (A) the Hot Gas Path Parts Expenditures Amount and (B) the undisputed Estimated Hot Gas Path Parts Expenditures Amount (such difference is referred to as the "Hot Gas Path Parts Adjustment Amount"). The Stores and Inventory Adjustment Amount, the Post-September Capital Expenditures Adjustment Amount, the RRSU Adjustment Amount, and the Hot Gas Path Parts Adjustment Amount are referred to collectively as the "Adjustment Amount." The Adjustment Statement shall be prepared using GAAP and the methodologies set forth in the definition of Stores and Inventory Amount. The Parties agree to cooperate in connection with the preparation of the accounts receivable contained Adjustment Statement and related information, and shall provide each other with such books, records and information as may be reasonably requested from time to time in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing connection therewith and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)connection with Sellers' review thereof. (b) Within fifteen Sellers may dispute the Adjustment Amount; provided, however, that Sellers shall notify Purchaser in writing of the disputed amount, and the basis of such dispute, within ten (1510) Business Days of Sellers' receipt of the Adjustment Statement. In the event of a dispute with respect to any part of the Adjustment Amount, Purchaser and Sellers shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties. If Purchaser and Sellers are unable to reach a resolution of such differences within 30 days of receipt of Sellers' written notice of dispute to Purchaser, Purchaser and Sellers shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the Parties, within 30 days after delivery such submission, and such report shall be final, binding and conclusive on the Parties hereto with respect to the amounts disputed. The fees and disbursements of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it Independent Accounting Firm shall be accompanied shared equally by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of ConcurrencePurchaser and Sellers. (c) If a Notice Within ten (10) Business Days after Sellers' receipt of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing PaymentAdjustment Statement, the Buyer Party owing the Adjustment Amount shall be entitled pay all undisputed amounts. If there is a dispute with respect to payment out any amount of the Royalty Consideration in Adjustment Statement, within five (5) Business Days after the full amount final determination of such shortfall. If a Notice of Concurrence is delivered or deemed deliveredany amounts on the Adjustment Statement, and the Final Closing Payment is greater than Party owing the Closing Payment, Buyer Adjustment Amount shall pay to the Seller other Party an amount equal to the full disputed Adjustment Amount as finally determined to be payable with respect to the Adjustment Statement. Any amount paid under this Section 2.2.4 shall be paid with interest for the period from, and including, the Closing Date to, but excluding, the date of such excess payment, calculated at the lesser of (with such payment being a) the prime rate under "Money Rates" as reported in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days the Wall Street Journal on the first business day of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement month during which interest is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty payable plus two percent (502%) or (b) the maximum rate of the fees and expenses of the Independent Auditorinterest permitted to be charged by applicable Law.

Purchase Price Adjustment. (a) Within 90 As soon as practicable but in no event more than 30 days following the Closing, the Buyer shall prepare and deliverprepare, or cause to be prepared prepared, and delivereddeliver to ROI the Closing Statement, to which shall set forth the Seller a statement (Accounts Receivable and the “Closing Schedule”) setting forth: (i) the Buyer’s determination trade accounts payable of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case Business as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to and which shall be completed on the Closing Date prepared in accordance with the terms GAAP. Upon completion of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (Statement, Buyer shall derive the adjusted Closing Payment as a result of Value from the Closing Statement, and deliver such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following and the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)Statement to ROI. (b) Within fifteen (15) ROI shall complete its review of the Closing Statement within 30 days after delivery of thereof by Buyer. In the event that ROI determines that the Closing ScheduleStatement has not been prepared on the basis set forth in Section 2.6(a), ROI shall, on or before the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice last day of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 1530-day period, so inform Buyer in writing (the Seller "ROI Objection"), setting forth a specific description of the basis of ROI's determination and the adjustments to the Closing Statement and the corresponding adjustments to the Closing Value that ROI believes should be made. If no ROI Objection is received by Buyer on or before the last day of such 30-day period, then the Closing Value set forth on the Closing Statement delivered by Buyer shall be deemed final. Buyer shall have 10 days from receipt of the ROI Objection to have delivered a Notice of Concurrencereview and respond to any ROI Objection. (c) If a Notice ROI and Buyer are unable to resolve all of Concurrence is delivered or deemed deliveredtheir disagreements with respect to the proposed adjustments set forth in the ROI Objection within 15 days following the completion of Buyer's review of the ROI Objection, they shall refer any remaining disagreements to the CPA Firm which, acting as experts and not as arbitrators, shall determine, on the basis set forth in and in accordance with Section 2.6(a), and only with respect to the remaining differences so submitted, whether and to what extent, if the Final Closing Payment is less than any, the Closing Payment, Statement and the Closing Value require adjustment. Buyer and ROI shall instruct the CPA Firm to deliver its written determination to Buyer and ROI no later than 30 days after the remaining differences underlying the ROI Objection are referred to the CPA Firm. The CPA Firm's determination shall be entitled to payment out conclusive and binding upon Buyer and ROI and their Affiliates. The fees and disbursements of the Royalty Consideration CPA Firm shall be borne equally by Buyer and ROI. Buyer and ROI shall make readily available to the CPA Firm all relevant books and records and any work papers (including those of the parties' respective accountants, to the extent permitted by such accountants) relating to the Closing Statement and the ROI Objection and all other items reasonably requested by the CPA Firm in connection therewith. (d) ROI shall provide to Buyer full access to the full amount books and records of the Business and to any other information, including work papers of its accountants (to the extent permitted by such shortfall. If a Notice of Concurrence is delivered or deemed deliveredaccountants), and to any employees during regular business hours and on reasonable advance notice, to the Final extent necessary for Buyer to prepare the Closing Payment Statement, to respond to the ROI Objection and to prepare materials for presentation to the CPA Firm in connection with Section 2.6(c). ROI shall have full access to all information used by Buyer in preparing the Closing Statement, including the work papers of its accountants (to the extent permitted by such accountants). (e) If the Base Value is greater than the Closing PaymentValue, Buyer then the Purchase Price shall be decreased by the amount of the difference, and ROI shall promptly (and in any event within five Business Days) after the final determination thereof pay to Buyer the Seller the full amount of such excess (with such payment being in shares difference, by wire transfer of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrenceimmediately available funds to an account designated by Buyer. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 days following At the Closing, Parent shall deposit with the Escrow Agent, by wire transfer of immediately available funds, an amount equal to the Adjustment Escrow Amount, to be used in accordance with Section 3.7(e). Any amounts to be deposited with the Escrow Agent pursuant to this Section 3.7(a) shall be deposited in an escrow account (the “Adjustment Escrow Account”) to be established and maintained by the Escrow Agent pursuant to the terms hereof and an escrow agreement, substantially in the form of Exhibit D (the “Adjustment Escrow Agreement”), to be entered into by Parent, the Representative and the Escrow Agent prior to the date of such deposit. The Adjustment Escrow Amount shall be allocated to each Series B Stockholder, Common Stockholder and Optionholder in accordance with their respective Allocation Percentages. (b) No later than three (3) Business Days prior to the Closing, the Buyer Company shall prepare and deliver, or cause deliver to be prepared and delivered, to the Seller Parent a statement (the “Company Statement”) prepared in good faith setting forth (i) an estimate of Net Working Capital (such amount, the “Estimated Net Working Capital”), (ii) an estimate of Cash on Hand (such amount, the “Estimated Cash on Hand”), (iii) an estimate of Indebtedness (such amount, the “Estimated Indebtedness”), (iv) an estimate of the Transaction Costs (such amount, the “Estimated Transaction Costs”), (v) an estimate of Pre-Closing ScheduleTaxes, excluding any amounts relating to the items set forth on Schedule 9.1(a)(iv) (such amount, the “Estimated Pre-Closing Taxes”) and (vi) the resulting calculation of Estimated Residual Merger Consideration. The Company Statement and the components thereof (including Net Working Capital, Cash on Hand, Indebtedness, Estimated Pre-Closing Taxes and Transaction Costs) shall each be determined in accordance with this Agreement, the defined terms herein and past practice. (c) As soon as reasonably practicable, but no later than sixty (60) days after the Closing Date (the “Parent Closing Statement Date”), Parent shall prepare in good faith and shall deliver to the Representative a statement (the “Parent Closing Statement”) setting forth: (i) the Buyer’s determination of forth the actual amounts of (Ai) Net Working Capital (such amount as finally determined pursuant to this Section 3.7, the “Final Net Working Capital”), (ii) Cash on Hand (such amount as finally determined pursuant to this Section 3.7, the “Final Cash on Hand”), (iii) Indebtedness (such amount as finally determined pursuant to this Section 3.7, the “Final Indebtedness”), (iv) Transaction Costs (such amount as finally determined pursuant to this Section 3.7, the “Final Transaction Costs”), (v) Pre-Closing Taxes, excluding any amounts relating to the items set forth on Schedule 9.1(a)(iv) (such amount as finally determined pursuant to this Section 3.7, the “Final Pre-Closing Taxes”) and (vi) the resulting calculation of Final Residual Merger Consideration; provided that if Parent fails to deliver the Parent Closing Statement by the Closing Statement Date and Parent has not delivered the Parent Closing Statement within five (5) Business Days after Representative has delivered notice of such failure, Representative may instruct Escrow Agent to release the Adjustment AmountEscrow Amount (and Parent hereby agrees to such instruction and waives any objection to such release). The Parent Closing Statement and the components thereof (including Net Working Capital, including Cash on Hand, Indebtedness, Final Pre-Closing Taxes and Transaction Costs) shall each be determined in accordance with this Agreement, the defined terms herein and past practice. The parties agree that the purpose of preparing the Parent Closing Statement and determining Net Working Capital, Cash on Hand, Indebtedness, Final Adjustment Amount Overage Pre-Closing Taxes and Transaction Costs and the related purchase price adjustments contemplated by this Section 3.7 is to measure changes in Net Working Capital and the levels of Cash on Hand, Indebtedness, Estimated and Final Pre-Closing Taxes and Transaction Costs, 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 Parent Closing Statement or determining Net Working Capital, Cash on Hand, Indebtedness, Estimated or Final Adjustment Amount Underage Pre-Closing Taxes and Transaction Costs. After delivery of the Parent Closing Statement, Parent shall give the Representative and its accountants reasonable access during normal business hours to review Parent’s, the Surviving Corporation’s and its Subsidiaries’ books and records directly related to and utilized in, and employees involved in, the preparation of the Parent Closing Statement. The Representative and its accountants may make inquires of Parent and its Subsidiaries regarding questions concerning or disagreements with the Parent Closing Statement arising in the course of its review thereof, and Parent shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause any such employees to cooperate with and promptly respond to such inquiries. If the Representative has any objections to the Parent Closing Statement, the Representative shall deliver to Parent a statement setting forth its objections thereto (an “Objections Statement”). If an Objections Statement is not delivered to Parent within 30 days after delivery of the Parent Closing Statement, the Parent Closing Statement shall be final, binding and non-appealable by the parties hereto. The Representative and Parent shall negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, the Representative and Parent shall submit such dispute to a mutually acceptable dispute resolution firm (the “Final Adjustment AmountDispute Resolution Firm”), . Any further submissions to the Dispute Resolution Firm must be written and (B) delivered to each party to the Seller Indebtedness Amount, dispute. The Dispute Resolution Firm shall consider only those items and amounts which are identified in each case the Objections Statement as of 12:01 a.m. Eastern Time being items which the Representative and Parent are unable to resolve. The Dispute Resolution Firm’s determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness, Estimated and Final Pre-Closing Date without taking into account Taxes and Transaction Costs, as applicable, contained herein. The Representative and Parent shall use their commercially reasonable efforts to cause the Dispute Resolution Firm to resolve all disagreements as soon as practicable and in any event within 60 days after the submission of any dispute. Further, the transactions to Dispute Resolution Firm’s determination shall be completed based solely on the Closing Date submissions by Parent and the Representative which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of this Agreement; (ii) a calculation an independent review or an audit). The resolution of any adjustments the dispute by the Dispute Resolution Firm shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be allocated based upon the percentage which the portion of the contested amount not awarded to each party bears to the Closing Payment based on amount actually contested by such calculations (party in the adjusted Closing Payment as a result of such calculation being presentation to the “Final Closing Payment”); and (iii) a calculation Dispute Resolution Firm. For example, if the Representative submits an Objections Statement for $1,000, and if Parent contests only $500 of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied amount claimed by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed deliveredRepresentative, and if the Final Closing Payment is less than Dispute Resolution Firm ultimately resolves the Closing Payment, dispute by awarding the Buyer shall be entitled to payment out Representative $300 of the Royalty Consideration in $500 contested, then the full amount costs and expenses of such shortfall. If a Notice of Concurrence is delivered or deemed deliveredthe Dispute Resolution Firm will be allocated 60% (i.e. 300/500) to Parent and 40% (i.e., and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay 200/500) to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of ConcurrenceRepresentative. (d) If a Notice of Disagreement is deliveredthe Final Residual Merger Consideration exceeds the Estimated Residual Merger Consideration (such excess, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation PeriodExcess Amount”), use commercially reasonable efforts to agree on then, promptly following the determination of the Final Adjustment Amount. IfResidual Merger Consideration, during and in any event within five (5) Business Days thereof, (I) Parent shall pay (x) to the Paying Agent the portion of such periodExcess Amount owed to the Series B Stockholder and the Common Stockholders, determined in accordance with their respective Allocation Percentages and (y) to the Optionholders, in accordance with their relative respective Allocation Percentages, the Seller remainder of such Excess Amount (less applicable withholding taxes), through the Surviving Corporation’s or one of its Subsidiaries’ payroll systems or otherwise and (II) the Representative and Parent shall deliver joint instructions to the Escrow Agent instructing the Escrow Agent to pay the entire Adjustment Escrow Amount as follows: (i) to the Paying Agent the portion of the Adjustment Escrow Amount owed to the Series B Stockholder and the Buyer are unable to reach agreementCommon Stockholders, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party determined in accordance with their respective Allocation Percentages and (the “Independent Auditor”ii) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out Parent (on behalf of the Royalty Consideration in Optionholders) the full amount remainder of such shortfallAdjustment Escrow Amount, for further payment by Parent or the Surviving Corporation’s or one of its Subsidiaries’ payroll systems or otherwise to the Optionholders, in accordance with their relative respective Allocation Percentages. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer The Paying Agent shall promptly pay to the Seller Series B Stockholder and the full amount Common Stockholders, in accordance with their respective Allocation Percentages, the amounts received on their behalf, by wire transfer of such excess (with such payment being immediately available funds to the account or accounts designated in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionwriting by the Representative. (e) Each If the Estimated Residual Merger Consideration exceeds the Final Residual Merger Consideration (such excess, the “Shortfall Amount”), then, promptly following the determination of the Seller Final Residual Merger Consideration, and in any event within five (5) Business Days thereof, (I) Parent and the Buyer Representative shall instruct the Escrow Agent to pay fifty percent to Parent from the Adjustment Escrow Amount, the Shortfall Amount and (50%II) the Representative and Parent shall deliver joint instructions to the Escrow Agent instructing the Escrow Agent to pay (A) to the Paying Agent the portion of the fees remaining Adjustment Escrow Amount, if any, owed to the Series B Stockholder and expenses the Common Stockholders, determined in accordance with their respective Allocation Percentages and (B) to Parent (on behalf of the Independent AuditorOptionholders) the remainder of such Adjustment Escrow Amount, if any, for further payment by Parent or the Surviving Corporation’s or one of its Subsidiaries’ payroll systems or otherwise to the Optionholders, in accordance with their relative respective Allocation Percentages. The Paying Agent shall promptly pay to the Series B Stockholder and the Common Stockholders, in accordance with their respective Allocation Percentages, the amounts received on their behalf, if any, pursuant to this Section 3.7(e), by wire transfer of immediately available funds to the account or accounts designated in writing by the Representative. (f) If the Adjustment Escrow Amount is not sufficient to satisfy the Shortfall Amount, then, at Parent’s sole discretion, Parent shall be entitled to assert on a dollar-for-dollar basis pursuant to Section 9.1(a)(iii) (subject to the Representative Cap but not the Deductible as set forth in Article IX) against the Representative (in its capacity as such), in respect of all or part of the amount by which the Shortfall Amount exceeds the Adjustment Escrow Amount (the “Adjustment Escrow Deficiency Amount”).

Purchase Price Adjustment. (a) Within 90 days following The Purchase Price payable on the Closing, the Buyer Closing Date shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”adjusted as contemplated by Section 1.4(c) setting forthas follows: (i) upward by an amount, if any, equal to the Buyer’s determination total combined amount of capital contributions (other than a capital contribution contemplated by Section 7.1(e)) made by HCE to HCE-Rockfort or from HCO-Jamaica to PPO from December 31, 2006 until the actual amounts Closing Date; and (ii) downward by an amount, if any, equal to the total combined amount of dividends or distributions received by HCE from HCE-Rockfort and by HCO-Jamaica from PPO (Afor the avoidance of doubt, excluding any payments made under any Operating Contract in the ordinary course of business) from December 31, 2006 until the Adjustment AmountClosing Date; with the Purchase Price, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage plus any upward adjustment provided for in clause (the “Final Adjustment Amount”)i) above, and minus any downward adjustment provided for in clause (Bii) above, calculated on a daily basis, accruing interest payable to Sellers at the Seller Indebtedness AmountSpecified Rate for the period of time beginning on January 1, in each case as of 12:01 a.m. Eastern Time 2007 and ending on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded ARPP Adjustment Amount”). (b) After the Closing Date, Purchaser shall afford, and shall exercise the voting, governance and contractual powers available to it to cause, to the extent possible, the Power Company to afford, to Sellers and any accountants, counsel or financial advisers retained by Sellers in connection with any adjustment to the Closing Purchase Price contemplated by this Section 1.6 reasonable access to the books, records and employees of HCE-Rockfort, PPO and the Power Company as is reasonably requested by Sellers in connection with the matters addressed in this Section 1.6. Within fifteen forty-five (1545) days after delivery the Closing Date, Sellers shall prepare and deliver to Purchaser a notice (the “Post-Closing PP Adjustment Notice”) setting forth the proposed final PP Adjustment Amount calculated as of the Closing ScheduleDate (the “Post-Closing PP Adjustment Amount”). (c) Purchaser may dispute any amounts reflected in the Post-Closing PP Adjustment Notice; provided, however, that Purchaser shall have notified Sellers in writing of each item Purchaser is disputing in good faith, specifying the estimated amount thereof in dispute, if known or determinable, and setting forth, in reasonable detail, the Seller may deliver a notice to Buyer either: basis for such dispute by no later than the tenth (i10th) concurring with Business Day following Purchaser’s receipt of the Post-Closing Schedule PP Adjustment Notice (a the “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of DisagreementObjection Notice”). If If, within such period after such tenth Business Day, Purchaser shall not have given Sellers an Objection Notice with respect to the Seller delivers a Notice of DisagreementPost-Closing PP Adjustment Notice, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller Purchaser shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered accepted such notices and amounts contained therein as final and binding without amendment or deemed delivered, modification and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out conclusive upon each of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of ConcurrenceParties. (d) If a Notice of Disagreement is deliveredPurchaser delivers an Objection Notice, then the Seller items in dispute shall be promptly submitted by Purchaser (in any event, no later than three (3) Business Days upon receipt by Sellers of such Objection Notice) to a mutually agreeable accounting firm (and failing agreement, one of the Buyer shall, during the 15-day period following such delivery “Big 4” accounting firms to be determined by lot) (the “Negotiation PeriodAccounting Firm”), use commercially reasonable efforts which shall, acting as experts in accounting and not as arbitrators or legal experts, resolve those disagreements set forth in the Objection Notice. Purchaser and Sellers shall make readily available to agree on the Final Adjustment AmountAccounting Firm all relevant books and records and any work papers, and all other items reasonably requested by the Accounting Firm. If, during The fees and disbursements of the Accounting Firm shall be borne equally by Purchaser and HCE. Within twenty (20) Business Days after such periodsubmission, the Seller Accounting Firm shall, and the Buyer are unable Parties shall direct the Accounting Firm to, determine and report to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each Purchaser and Sellers upon such party (the “Independent Auditor”) to resolve the disagreementdisputed items, and any such resolution report shall be final, binding and conclusive and binding upon on the parties heretoParties. Upon completion of the foregoing procedures, absent fraud the “Final PP Adjustment Amount” shall be deemed to be (i) the Post-Closing PP Adjustment Amount if Purchaser shall not have objected thereto within the specified time period set forth in Section 1.6(c) or manifest error. To the extent the Final Closing Payment (ii) as determined or reported by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration Accounting Firm in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (accordance with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionthis Section 1.6(d). (e) Each Within three (3) Business Days following completion of the Seller foregoing procedures in Section 1.6(d): (i) if the Final PP Adjustment Amount exceeds the PP Adjustment Amount, then Purchaser shall pay to HCE an amount equal to the difference between the Final PP Adjustment Amount and the Buyer PP Adjustment Amount; (ii) if the Final PP Adjustment Amount is less than the PP Adjustment Amount, then HCE shall pay fifty percent to Purchaser an amount equal to the difference between the Final PP Adjustment Amount and the PP Adjustment Amount; or (50%iii) if the Final PP Adjustment Amount is equal to the PP Adjustment Amount, then there shall be no further payment under this Section 1.6(e). Any payment made pursuant to the foregoing clauses (i)-(ii) shall be made by wire transfer of immediately available funds in United States dollars in accordance with wire instructions delivered by Sellers or Purchaser, as the fees and expenses of case may be, to the Independent Auditorother Party. To the extent any payment required to be made under this Section 1.6(e) is not made by such third (3rd) Business Day, the amount payable will bear interest from such third (3rd) Business Day at the Specified Rate.

Purchase Price Adjustment. The Closing Statement shall be deemed final for the purposes of this Section 2.07 upon the earliest of (aA) Within 90 days following the Closing, failure of the Buyer shall prepare and deliver, or cause Seller to be prepared and delivered, notify the Purchaser of a dispute within 20 Business Days of the Purchaser’s delivery of the Closing Statement to the Seller, (B) the resolution of all disputes, pursuant to Section 2.07(b)(i), by the Seller and the Purchaser, and (C) the resolution of all disputes, pursuant to Section 2.07(b)(i), by the Independent Accounting Firm. Within three Business Days of the Closing Statement being deemed final, a statement (the “Closing Schedule”) setting forthPurchase Price adjustment shall be made as follows: (i) If the Buyer’s determination of the actual amounts of Actual Adjustment Amount is a positive number, then (A) the Purchaser shall pay to the Seller an amount equal to such Actual Adjustment Amount, including net of applicable withholding Taxes, if any, by wire transfer or delivery of immediately available funds to the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), Purchase Price Bank Account and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on and the Closing Date without taking into account any Purchaser shall jointly instruct the Escrow Agent to release to the Seller an amount of the transactions Escrow Funds equal to be completed on the Closing Date in accordance with the terms of this Agreement;Escrow Amount. (ii) a calculation of any adjustments to If the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Actual Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver is a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is deliverednegative number, then the Seller and the Buyer shall, during Purchaser shall jointly instruct the 15-day period following Escrow Agent to (A) release to the Purchaser an amount of the Escrow Funds equal to the absolute value of such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Actual Adjustment Amount. If, during (B) if the absolute value of such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor Actual Adjustment Amount is less than the Closing PaymentEscrow Amount, the Buyer shall be entitled release to payment out Seller an amount of the Royalty Consideration in Escrow Funds equal to the full Escrow Amount minus the absolute value of the Actual Adjustment Amount and (C) if the absolute value of such Actual Adjustment Amount is greater than the Escrow Amount, release to Purchaser an amount of such shortfall. To the extent Escrow Funds equal to the Final Closing Payment as determined by Escrow Amount and the Independent Auditor is more than the Closing Payment, the Buyer Seller shall pay to the Seller Purchaser an amount equal to the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and Actual Adjustment Amount over the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent AuditorEscrow Amount.

Purchase Price Adjustment. (a) Within 90 ninety (90) days following after the ClosingClosing Date, the Buyer Contributing Parties shall prepare and deliver, or cause to be prepared and delivered, to the Seller Partnership: (i) a statement worksheet showing the components of Net Working Capital as of 11:59 p.m. Central time on the day immediately preceding the Closing Date (or, if the Closing Date is February 28, 2014, as of 11:59 p.m. Central time on that date) (the “Final Working Capital Worksheet”) (provided that, such calculation (x) shall take into account effects on the assets or liabilities of the Contributed Entities as a result of the transactions contemplated by the Pre-Closing ScheduleAgreements to the extent such transactions occurred prior to Closing and (y) shall not take into account any other effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.5 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet)); (ii) the Contributing Parties’ calculation of the Net Working Capital based on the Final Working Capital Worksheet (the “Final Net Working Capital”); (iii) a schedule (the “Final Pre-Closing Capital Expenditures Worksheet”) setting forthforth the Contributing Parties’ calculation of the Pre-Closing Capital Expenditures Amount (the “Final Pre-Closing Capital Expenditures Amount”) and (iv) the Contributing Parties’ calculation of the Final Consideration Adjustment Amount. In connection with the Contributing Parties’ preparation and delivery of the Final Working Capital Worksheet, the Final Net Working Capital, the Final Pre-Closing Capital Expenditures Worksheet and the calculation of the Final Consideration Adjustment Amount, the Partnership shall, and shall cause the Contributed Entities to, (x) permit the Contributing Parties and their Representatives to have reasonable access to the books, records and other documents (including internal work papers, schedules, financial statements and memoranda) of the Contributed Entities, (y) cooperate with the Contributing Parties and their Representatives in seeking to obtain work papers from the Partnership and the Contributed Entities pertaining to the calculation of the Final Consideration Adjustment Amount and provide the Contributing Parties with copies thereof (as reasonably requested by the Contributing Parties) and (z) provide the Contributing Parties and their Representatives reasonable access to the Partnership’s Representatives as reasonably requested by the Contributing Parties. (b) The Partnership on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee may provide a written notice accepting the Final Consideration Adjustment Amount at any time after receipt of the Final Consideration Adjustment Amount. If the Partnership does not send such an acceptance, and unless the Partnership on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee delivers to the Contributing Parties written notice setting forth in reasonable detail any specific items in the Contributing Parties’ calculation of the Final Consideration Adjustment Amount disputed by the Partnership (each, a “Disputed Item”) and a written statement setting forth the Partnership’s calculation of each such Disputed Item on or prior to the thirtieth (30th) day after the Partnership’s receipt of the Final Working Capital Worksheet, the Final Net Working Capital and the Final Pre-Closing Capital Expenditures Worksheet (such period, the “Objection Period”), the Partnership will be deemed to have accepted and agreed to the Contributing Parties’ calculation of the Final Consideration Adjustment Amount and such agreement will be final, binding and conclusive. Any items in the Contributing Parties’ calculation of the Final Consideration Adjustment Amount to which the Partnership has not given notice of objection within the Objection Period will be deemed to have been agreed upon by the Parties. If the Partnership so notifies the Contributing Parties of its objections to the Contributing Parties’ calculation of the Final Consideration Adjustment Amount within the Objection Period, the Partnership on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee and the Contributing Parties shall, within thirty (30) days following such notice (the “Resolution Period”), attempt to resolve the Disputed Items. Any resolution by the Partnership and the Contributing Parties during the Resolution Period as to any Disputed Items will be final, binding and conclusive. (c) If the Partnership and the Contributing Parties do not resolve all Disputed Items by the end of the Resolution Period, then the Partnership, on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee, and the Contributing Parties shall submit all unresolved Disputed Items to the firm of KPMG LLC, or such other public accounting firm to which the parties hereto may agree (the “Accounting Firm”) as soon as practicable following the expiration of the Resolution Period. In such event, each of the Partnership, on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee, and the Contributing Parties shall submit to the Accounting Firm its calculation of the Final Consideration Adjustment Amount together with detailed supporting documentation as it deems appropriate. The Accounting Firm shall consider only those items and amounts in the Partnership’s and the Contributing Parties’ respective calculations of the Final Consideration Adjustment Amount that are identified as Disputed Items. The scope of the Disputed Items to be resolved by the Accounting Firm shall be limited to correcting mathematical errors and determining whether the items and amounts in dispute were determined in compliance with this Section 2.4 and Schedule 2.4, and the Accounting Firm is not to make any other determination. 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 Partnership and the Contributing Parties shall use their respective commercially reasonable efforts to cause the Accounting Firm to resolve such dispute within thirty (30) days after the date on which the Accounting Firm receives the calculations of the Final Consideration Adjustment Amount submitted by the Partnership and the Contributing Parties. The determination of the Accounting Firm shall be conclusive and binding upon the Parties and shall not be subject to appeal or further review absent manifest error. The costs and expenses of the Accounting Firm will be shared equally by the Parties. The Parties agree that the procedures set forth in this Section 2.4 shall be the sole and exclusive method for resolving disputes regarding the determination of the Final Consideration Adjustment Amount. (d) Within five (5) Business Days after the Final Consideration Adjustment Amount is finally determined pursuant to this Section 2.4: (i) if the Buyer’s determination Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a positive amount, the Partnership shall promptly deliver to the Contributing Parties, by wire transfer of immediately available funds to the actual amounts of (A) account designated by the Contributing Parties, an amount equal to the Final Consideration Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a calculation of any adjustments negative number, then the Contributing Parties shall promptly deliver to the Closing Payment based on such calculations (Partnership Parties, by wire transfer of immediately available funds to the adjusted Closing Payment as a result account designated by the Partnership Parties an amount equal to the lesser of the absolute value of the Final Consideration Adjustment Amount or the Adjusted Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Adjusted Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such calculation being the “Final Closing Payment”)difference; and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is less than equal to zero, neither the Closing Payment, Partnership nor the Buyer Contributing Parties shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrencehave any further obligation under this Section 2.4. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 days following At least three (3) Business Days prior to the ClosingClosing Date, the Buyer Sellers shall prepare and deliverdeliver to Acquiror a statement (the “Estimated Closing Date Statement”) setting forth a good faith estimate of (i) Closing Date Working Capital (the “Estimated Closing Date Working Capital”), or cause (ii) Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), and (iii) Closing Date Cash (the “Estimated Closing Date Cash”), in each case, as of the close of business on the Closing Date, as well as the aggregate adjustment to be made to the Purchase Price. The Estimated Closing Date Statement and the foregoing estimates (i) shall be prepared in accordance with IFRS and deliveredthe principles set forth on Schedule 2.6 and applied in a manner consistent with the Business’ past practices used in connection with the preparation of the Carve-Out Financial Statements, or, to the Seller extent not consistent with IFRS, using the same accounting practices, policies, judgments and methodologies used in the preparation of the most recent balance sheet included in the Carve-Out Financial Statements, and (ii) shall not give effect to (A) any action taken by or at the direction of Acquiror in connection with the consummation of the transactions contemplated by this Agreement or (B) the Financing or any other financing transactions undertaken by or at the direction of Acquiror in connection therewith or, after the Closing or any other action or omission by or at the direction of Acquiror. (b) Not later than sixty (60) days after the Closing Date, Sellers shall prepare and deliver to Acquiror a statement (the “Closing ScheduleDate Statement”) setting forth: forth the Closing Date Working Capital, the Closing Date Indebtedness and the Closing Date Cash. The Closing Date Statement (i) shall be prepared in accordance with IFRS and the Buyer’s determination principles set forth on Schedule 2.6 and applied in a manner consistent with the Business’ past practices used in connection with the preparation of the actual amounts Carve-Out Financial Statements, or, to the extent not consistent with IFRS, using the same accounting practices, policies, judgments and methodologies used in the preparation of the most recent balance sheet included in the Carve-Out Financial Statements and (ii) shall not give effect to (A) any action taken by or at the Adjustment Amount, including direction of Acquiror in connection with the Final Adjustment Amount Overage consummation of the transactions contemplated by this Agreement or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness AmountFinancing or any other financing transactions undertaken by or at the direction of Acquiror in connection therewith or, in each case as after the Closing or any other action or omission by or at the direction of 12:01 a.m. Eastern Time on Acquiror. Acquiror shall reasonably cooperate with Sellers and their accountants to the extent required to prepare the Closing Date without taking into account any Statement, including providing Sellers and their accountants access at all reasonable times to the Business’ personnel, books and records for purposes of the transactions to be completed on preparing the Closing Date Statement. (c) During the period from the date the Closing Date Statement is delivered by Sellers to Acquiror through the date such statement is finally determined, Sellers shall provide Acquiror and its accountants access at all reasonable times to the work papers of Sellers and its accountants in accordance connection with its review of the Closing Date Statement, subject to the execution of customary confidentiality and other undertakings, and Sellers shall make reasonably available to Acquiror and its accountants the individuals responsible for the preparation of the Closing Date Statement in order to respond to inquiries of Acquiror related thereto. (d) If Acquiror notifies Sellers that Acquiror agrees with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer Date Statement within the thirty (30) days immediately following after receipt thereof or fails to deliver notice to Sellers of its disagreement therewith within such thirty (30) day period, the Closing Date Statement shall be conclusive and binding on Sellers and Acquiror and the accounts receivable existing at Parties shall be deemed to have agreed thereto, in the first case, on the date Acquiror receives the notice and, in the second case, on such thirtieth (30th) day. If Acquiror disagrees with the Closing but not taken into account Date Statement as it pertains to the accuracy of any amount reflected therein or the calculation of Closing Date Working Capital, Closing Date Indebtedness or Closing Date Cash as set forth therein, then Acquiror shall notify Sellers in calculating the Adjustment Amount writing of its disagreement (the “Excluded ARDispute Notice”) within such thirty (30) day period together with reasonable particulars of the basis of such dispute, including Acquiror’s position of the amounts in dispute (and Acquiror’s resulting calculation of the Closing Date Working Capital, Closing Date Indebtedness and Closing Date Cash). (b) Within . In such event, Sellers and Acquiror shall attempt, in good faith, to resolve their differences with respect thereto within fifteen (15) days after delivery Sellers’ receipt of such Dispute Notice. (e) Any dispute over the Closing Date Statement or the calculation of Closing Date Working Capital, Closing Date Indebtedness or Closing Date Cash set forth in the Dispute Notice not resolved by Sellers and Acquiror within such fifteen (15) day period shall be submitted by either the Sellers or Acquiror to an independent firm mutually agreed upon by the Parties within such fifteen (15) day period (the “Auditor”) to determine such dispute, and such determination shall be final and binding on the Parties. The Auditor shall base its determination only on those issues in dispute specifically set forth in the Dispute Notice and shall render a written report (the “Adjustment Report”) to Acquiror and Sellers setting forth, in reasonable detail, the Auditor’s determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the adjustments, if any, to be made to the Closing ScheduleDate Statement and the Closing Date Working Capital, Closing Date Indebtedness or Closing Date Cash, together with supporting calculations. In resolving any disputed item, the Seller may deliver a notice to Buyer either: Auditor (i) concurring with shall be bound to the Closing principles of this Section 2.6 (including Schedule (a “Notice of Concurrence”); or 2.6) and (ii) disagreeing therewith (shall not assign a “Notice value to any item higher than the highest value for such item claimed by either Party or lower than the lowest value for such item claimed by either Party; provided, however, that to the extent the determination of Disagreement”). If the Seller delivers a Notice value of Disagreementany disputed item affects any other item used in calculating the Closing Date Working Capital, then it shall Closing Date Indebtedness or Closing Date Cash, such effect may be accompanied taken into account by the Seller’s proposed revisions Auditor. The Parties shall use commercially reasonable efforts to cause the Closing Schedule. If the Seller fails Auditor to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, complete its work and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) render its determination within thirty (30) days of its engagement. All fees and expenses relating to the delivery work of the Notice of ConcurrenceAuditor shall be borne equally by Sellers, on the one hand, and by Acquiror, on the other hand. (df) The Closing Date Working Capital, the Closing Date Indebtedness, the Closing Date Cash and the Purchase Price shall be deemed final for purposes of this Section 2.6 on the earlier of (i) the date on which Sellers and Acquiror agree to the Closing Date Statement (or are deemed to have agreed to the Closing Date Statement ) and (ii) the date on which a determination in respect of a Closing Date Statement Dispute is made by the Auditor and delivered to the Parties pursuant to Section 2.6(e) (such date, the “Settlement Date”). (g) The “Adjustment Amount,” which may be positive or negative, shall mean (i) the Closing Date Working Capital minus the Estimated Closing Date Working Capital, plus (ii) the Estimated Closing Date Indebtedness minus the Closing Date Indebtedness, plus (iii) the Closing Date Cash minus the Estimated Closing Date Cash. If the Adjustment Amount is a Notice of Disagreement is deliveredpositive number, then the Seller Purchase Price shall be increased by the Adjustment Amount, and if the Buyer shallAdjustment Amount is a negative number, during the 15-day period following Purchase Price shall be decreased by the absolute value of the Adjustment Amount. The Adjustment Amount shall be paid in accordance with Section 2.6(h). (h) If the Adjustment Amount, as finally determined, is a positive number (such delivery (amount, the “Negotiation PeriodIncrease Amount”), use commercially reasonable efforts then, promptly following the Settlement Date, and in any event within five (5) Business Days of the Settlement Date, Acquiror shall pay or cause to agree on be paid to Sellers and Sellers shall receive an amount in cash equal to the Final Increase Amount by wire transfer in immediately available funds to one or more accounts designated by Sellers. If the Adjustment Amount. If, during Amount is a negative number (the absolute value of such periodamount, the Seller and “Deficit Amount”), then, promptly following the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreementSettlement Date, and in any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out event within five (5) Business Days of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing PaymentSettlement Date, the Buyer Sellers shall pay to Acquiror an amount in cash equal to the Seller the full amount of such excess (with such payment being Deficit Amount by wire transfer in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionimmediately available funds to one or more accounts designated by Acquiror. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 ninety (90) days following the ClosingClosing Date, the Buyer Purchaser shall prepare and deliver, or cause to be prepared and delivered, deliver to the Seller a written statement (the “Final Closing ScheduleStatement”) setting forth: that shall include and set forth (i) the Buyer’s determination a consolidated balance sheet of the actual amounts Company and its Subsidiaries as of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage Measurement Date (the “Final Adjustment AmountClosing Balance Sheet”), ) and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments the actual (A) Net Working Capital (the “Closing Net Working Capital”), (B) Closing Date Indebtedness (the “Closing Indebtedness”), (C) Cash (the “Closing Cash”), and (D) Closing Date Expenses (the “Closing Transaction Expenses”) (with Closing Transaction Expenses determined as of immediately prior to the Closing Payment based on such calculations (the adjusted and each of Closing Payment Net Working Capital, Closing Indebtedness, and Closing Cash determined as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained Measurement Date and, except for Closing Transaction Expenses, without giving effect to the transactions contemplated herein). Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be calculated in accordance with the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)Applicable Accounting Principles. (b) Within fifteen The Final Closing Statement shall become final and binding on the fifteenth (1515th) days after day following delivery thereof, unless prior to the end of the Closing Schedulesuch period, the Seller may deliver a delivers to Purchaser written notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement. The Seller shall be deemed to have agreed with all items and amounts of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.7(c). Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as reflected on the Final Closing Statement not being calculated in accordance with this Section 2.7. (c) During the 15-day period following delivery of a Notice of Disagreement by the Seller to the Purchaser, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as specified therein. Any disputed items resolved in writing between the Seller and Purchaser within such 15-day period shall be final and binding with respect to such items, and if the Seller and the Purchaser agree in writing on the resolution of each disputed item specified by the Seller in the Notice of Disagreement and the amount of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, the amounts so determined shall be final and binding on the parties for all purposes hereunder. If the Seller delivers a Notice of Disagreement, then it shall be accompanied and the Purchaser have not resolved all such differences by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within end of such 15-day period, the Seller and the Purchaser shall submit, in writing, to the Accounting Referee, their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, and the Accounting Referee shall make a written determination as to each such disputed item and the amount of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, which determination shall be deemed final and binding on the parties for all purposes hereunder and shall not be subject to appeal or further review. The Accounting Referee shall consider only those items and amounts in the Seller’s and the Purchaser’s respective calculations of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses that are identified as being items and amounts to which the Seller and the Purchaser have delivered been unable to agree. In resolving any disputed item, the Accounting Referee may not assign a Notice of Concurrence. (c) If a Notice of Concurrence is delivered value to any item greater than the greatest value for such item claimed by either party or deemed delivered, and if the Final Closing Payment is less than the Closing Paymentsmallest value for such item claimed by either party. The Seller and the Purchaser shall use their commercially reasonable efforts to cause the Accounting Referee to render a written decision resolving the matters submitted to it as promptly as practicable, and in any event within 30 days following the submission thereof. Judgment may be entered upon the written determination of the Accounting Referee in accordance with Section 12.7. In acting under this Agreement, the Buyer shall Accounting Referee will be entitled to payment out the powers, privileges and immunities of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrencean arbitrator. (d) If a Notice All fees and expenses of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution Accounting Referee shall be final, conclusive borne by the party whose determination of the Net Adjustment Amount is furthest from that finally determined by the Accounting Referee. The fees and binding upon disbursements of the parties hereto, absent fraud Representatives of each party incurred in connection with the preparation or manifest error. To the extent review of the Final Closing Payment Statement and preparation or review of any Notice of Disagreement, as determined by the Independent Auditor is less than the Closing Paymentapplicable, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of borne by such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionparty. (e) Each The Purchaser and the Seller will, and will cause the Company (in the case of the Seller and Seller, prior to the Buyer shall pay fifty percent (50%) Closing and, in the case of the fees Purchaser, during the period from and expenses after the date of delivery of the Independent AuditorFinal Closing Statement through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.7) to afford the other party and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Company and its Subsidiaries (including the Other Seller Subsidiaries) and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.7. Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculations of the Net Working Capital, Cash and Closing Date Indebtedness as specified in this Section 2.7; provided, that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (f) The Estimated Cash Purchase Price shall be adjusted, upwards or downwards, as follows: (i) For purposes of this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to (A) the Closing Net Working Capital as finally determined pursuant to this Section 2.7 minus the Estimated Net Working Capital, plus (B) the Estimated Indebtedness minus the Closing Indebtedness as finally determined pursuant to this Section 2.7, plus (C) the Closing Cash as finally determined pursuant to this Section 2.7 minus the Estimated Cash, plus (D) the Estimated Transaction Expenses minus the Closing Transaction Expenses as finally determined pursuant to this Section 2.7;

Purchase Price Adjustment. (a) Within 90 Not less than 15 days following prior to the ClosingClosing Date, the Buyer Seller shall prepare and deliver, or cause to be prepared and delivered, provide the Purchaser with a preliminary good faith estimate of the anticipated Estimated Closing Net Assets (as defined below). Not less than three Business Days prior to the Closing Date, the Seller shall deliver a statement notice (the “Closing Schedule”"PURCHASE PRICE NOTICE") setting forth: to the Purchaser that sets forth (i) the Buyer’s determination Seller's good faith estimate of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage Closing Net Assets (the “Final Adjustment Amount”), "ESTIMATED CLOSING NET ASSETS") and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained Closing Net Assets Adjustment Amount and the portion of the Purchase Price payable at Closing pursuant to Section 2.05(a). The calculation of the Closing Net Assets Adjustment Amount set forth in the Preliminary Adjustment Amount that were not collected by Buyer within Purchase Price Notice shall be binding on the thirty (30) days immediately following Parent, the Closing Purchaser and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)Seller absent manifest error. (b) Within fifteen (15) As promptly as practicable, but no later than 120 days after delivery the Closing Date, the Purchaser shall prepare and deliver to the Seller an audited consolidated balance sheet (including the related notes and schedules thereto) which shall set forth the Purchaser's determination of the Closing ScheduleNet Assets (the "INITIAL NA STATEMENT"). During the 20 Business Days immediately following the Seller's receipt of the Initial NA Statement, the Seller may deliver a notice and its representatives will be permitted to Buyer either: review at the Seller's offices the Purchaser's working papers relating to the Initial NA Statement as well as all of the books and records relating to the operations and finances of the Businesses with respect to the period up to and including the Closing Date, and the Purchaser shall make reasonably available at the Seller's offices the individuals responsible for the preparation of the Initial NA Statement in order to respond to the reasonable inquiries of the Seller. (ic) concurring The Seller shall notify the Purchaser in writing (the "NOTICE OF DISAGREEMENT") within 20 Business Days after receiving the Initial NA Statement if the Seller disagrees with the Purchaser's calculation of the Closing Schedule (a “Net Assets, which Notice of Concurrence”); or (ii) disagreeing therewith (a “Disagreement shall set forth in reasonable detail the basis for such dispute and the U.S. Dollar amounts involved and the Seller's good faith estimate of the Closing Net Assets. If no Notice of Disagreement”). If Disagreement is received by the Seller delivers Purchaser within such 20 Business Day period, then the Initial NA Statement shall be deemed to have been accepted by the Seller, shall become final and binding upon the parties and shall be the Final NA Statement. (d) During the 20 Business Days immediately following the delivery of a Notice of Disagreement, then it the Seller and the Purchaser shall be accompanied by seek in good faith to resolve any differences that they may have with respect to any matter specified in the Seller’s proposed revisions to the Closing ScheduleNotice of Disagreement. If at the end of such 20 Business Day period the Seller fails and the Purchaser have been unable to deliver any notice within such 15-day periodagree upon a Final NA Statement, the Seller and the Purchaser shall submit to the Independent Accounting Firm for review and resolution any and all matters that remain in dispute with respect to the Notice of Disagreement. The Independent Accounting Firm shall use commercially practicable efforts to make a final determination, binding on the parties hereto, of the Closing Net Assets within 20 Business Days, and such final determination shall be deemed the Final NA Statement. The cost of the Independent Accounting Firm's review and determination shall be paid by the party that has determined an amount of Closing Net Assets that is the greatest amount different from the amount on the Final NA Statement. During the 20 Business Day review by the Independent Accounting Firm, the Purchaser and the Seller will each make available to have delivered a Notice of Concurrencethe Independent Accounting Firm interviews with such individuals and such information, books and records as may be reasonably required by the Independent Accounting Firm to make its final determination. (ci) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than Net Assets Adjustment Amount (as set forth in the Final NA Statement) exceeds 75% of the Closing PaymentNet Assets Adjustment Amount, then the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, Parent and the Final Closing Payment is greater than the Closing Payment, Buyer Purchaser shall pay to the Seller the full an amount of equal to such excess or (with such payment being in shares of Buyer Common Stock priced at $1.50 per shareii) within thirty (30) days if 75% of the delivery of Closing Net Assets Adjustment Amount exceeds the Notice of Concurrence. Final Net Assets Adjustment Amount (d) If a Notice of Disagreement is deliveredas set forth in the Final NA Statement), then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller Parent and the full Purchaser an amount equal to such excess, in either case within five Business Days after the Final NA Statement becomes final and binding on the parties hereto and, in either case, together with interest thereon from the Closing Date until the date of such excess payment at the Interest Rate. If the Final Net Assets Adjustment Amount (with such payment being as set forth in shares the Final NA Statement) is equal to 75% of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionthe Closing Net Assets Adjustment Amount, then neither the Parent and the Purchaser, on the one hand, nor the Seller, on the other hand, shall owe any amount to the other party pursuant to this Section 2.06. (ef) Each The Parent and the Purchaser agree that following the Closing through the date that payment, if any, is made pursuant to Section 2.06(e), it will not take any actions with respect to any accounting books, records, policy or procedure on which the Initial NA Statement or the Final NA Statement is to be based that are inconsistent with past practices of the Seller or that would make it impossible or impracticable to calculate the Closing Net Assets in the manner and utilizing the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditormethods required hereby.

Purchase Price Adjustment. For the purposes of clarification only, Seller will retain all accounts payable and accounts receivable with respect to each Country Unit arising out of the operation or conduct of the Business before the Applicable Closing and, except as set forth in Section 2.02(h) of the Disclosure Letter, the only purchase price adjustment after any Closing will be the adjustment pursuant to this Section 2.04. (a) Within 90 120 days following after the ClosingPrincipal Closing Date, the Buyer Seller shall prepare and deliver, or cause deliver to be prepared and delivered, to the Seller Buyer a statement in the form of Section 2.04(a) of the Disclosure Letter (in its draft form, the “Initial Price Adjustment Statement”, and the date on which such Initial Price Adjustment Statement is delivered to Buyer, the “Initial Price Adjustment Delivery Date”), setting forth the book value of the Inventory transferred to Buyer with respect to each Principal Country Unit as of the Principal Closing Date (collectively, the “Principal Country Units Inventory”). To the extent that the Principal Country Units Inventory (as finally determined in accordance with Section 2.04(d)) exceeds 110% of the Principal Country Units Inventory Target or is less than 90% of the Principal Country Units Inventory Target, the Initial Purchase Price shall be adjusted as described in Section 2.04(f) below (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded ARInitial Purchase Price Adjustment”). (b) Within fifteen (15) 120 days after delivery each Closing with respect to any Non-Principal Country Unit, Seller shall prepare and deliver to Buyer a statement in the form of Section 2.04(b) of the Closing ScheduleDisclosure Letter (each such statement in its draft form, a “Subsequent Price Adjustment Statement”), setting forth with respect to such Non-Principal Country Unit, as applicable, the Seller may deliver a notice book value of the Inventory transferred to Buyer either: with respect to such Non-Principal Country Unit, as applicable, as of the Applicable Closing Date (the “Subsequent Country Inventory”). With respect to all Non-Principal Country Units closing on the same Closing Date, to the extent that the Subsequent Country Inventory (as finally determined in accordance with Section 2.04(d)) exceeds 110% of the Non-Principal Country Unit Inventory Targets for such Non-Principal Country Units or is less than 90% of the Non-Principal Country Unit Inventory Targets for such Non-Principal Country Units, the Purchase Price shall be further adjusted as described in Section 2.04(g) below. (c) In connection with Seller’s preparation and Buyer’s review of each Price Adjustment Statement, each of Buyer and Seller shall (i) concurring with reasonably assist, and shall cause its Affiliates to reasonably assist, the Closing Schedule (a “Notice other party, its accountants, advisors and other representatives in the preparation or review, as applicable, of Concurrence”); or such Price Adjustment Statement and (ii) disagreeing therewith afford to the other party, its accountants, advisors and other representatives, reasonable access during normal business hours to the personnel, properties, books and records of the Business to the extent relevant to the preparation or review, as applicable, of such Price Adjustment Statement (including any taking and preparing of physical counts of Inventory). For purposes of this Section 2.04, the book value of Inventory will be determined in a manner consistent with Seller’s inventory accounting policies used in the preparation of the Financial Information and set forth on Section 2.04(c) of the Disclosure Letter (the “Inventory Accounting Policies”). (d) Each Price Adjustment Statement shall become final and binding upon the parties hereto on the 45th day following receipt thereof by Buyer unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”)) to Seller prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement so asserted. If a timely Notice of Disagreement is received by Seller, then the Price Adjustment Statement related thereto (as revised in accordance with clause (i) or (ii) below) shall become final and binding upon the parties hereto on the earlier of (i) the date the parties hereto resolve all differences they have with respect to the matters specified in such Notice of Disagreement and (ii) the date all matters in dispute included in such Notice of Disagreement are resolved by an accounting firm (in accordance with the procedure set forth in this Section 2.04) selected by Seller delivers and Buyer or, if the parties hereto are unable to agree on an accounting firm, an independent accounting firm selected by each of Seller’s and Buyer’s independent accounting firms (such firm, the “Accounting Firm”). (e) Buyer and Seller acknowledge and agree that the dispute resolution provisions set forth in Sections 11.12 and 11.13 of this Agreement shall not apply to any dispute described in this Section 2.04. During the 30-day period immediately following the delivery of a Notice of Disagreement, then it Seller and Buyer shall be accompanied by seek in good faith to resolve in writing any differences they may have with respect to any matter specified in the Seller’s proposed revisions to Notice of Disagreement. At the Closing Schedule. If the Seller fails to deliver any notice within end of such 1530-day period, Seller and Buyer shall submit for review and resolution by the Seller Accounting Firm any and all matters which remain in dispute and which were included in the Notice of Disagreement, and the Accounting Firm shall make a final determination of the values set forth on the applicable Price Adjustment Statement (and shall use such determination to prepare the applicable final Price Adjustment Statement), which determination shall be deemed to have delivered a binding on the parties hereto; provided, however, the scope of such determination by the Accounting Firm shall be limited to: (i) those matters that remain in dispute and that were included in the Notice of ConcurrenceDisagreement, (ii) whether, for each calculation of Inventory, such calculation was prepared in accordance with this Section 2.04, specifically, whether the Inventory Accounting Policies were used, and (iii) whether there were any errors in the relevant Price Adjustment Statement, and the Accounting Firm is not authorized or permitted to make any other determination. Without limiting the generality of the foregoing, the Accounting Firm is not authorized or permitted to make any determination as to the accuracy of Section 3.05 or any other representation or warranty in this Agreement or as to compliance by Seller or any Selling Affiliate with any of the covenants in this Agreement (other than this Section 2.04). Each Price Adjustment Statement shall become final and binding on Buyer and Seller on the date the Accounting Firm delivers the respective final Price Adjustment Statement to the parties hereto. The fees and expenses of the Accounting Firm pursuant to this Section 2.04 shall be borne one-half each by Buyer and Seller. (cf) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out Principal Country Units Inventory (as finally determined in accordance with Section 2.04(d)) exceeds 110% of the Royalty Consideration in Principal Country Units Inventory Target, then the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess shall be added on a dollar-for-dollar basis to the Initial Purchase Price. If the Principal Country Units Inventory (as finally determined in accordance with such payment being in shares of Buyer Common Stock priced at $1.50 per shareSection 2.04(d)) within thirty (30) days is less than 90% of the delivery Principal Country Units Inventory Target, then the Initial Purchase Price shall be reduced on a dollar-for-dollar basis by the amount of such deficit. If the Principal County Units Inventory is equal to or less than 110% of the Notice Principal Country Units Target and equal to or more than 90% of Concurrencethe Principal Country Units Target, then there shall be no adjustment to the Purchase Price in respect of the Principal Closing. (dg) If a Notice the Subsequent Country Inventory of Disagreement is deliveredall Non-Principal Country Units closing on the same Closing Date exceeds 110% of the Non-Principal Country Unit Inventory Targets for such Non-Principal Country Units, then the Seller and amount of such excess shall be added on a dollar-for-dollar basis to the Buyer shall, during Purchase Price. If the 15Subsequent Country Inventory of all Non-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree Principal Country Unit closing on the Final Adjustment Amount. Ifsame Closing Date is less than 90% of the Non-Principal Country Unit Inventory Targets for such Non-Principal Country Units, during such period, then the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution Purchase Price shall be finalreduced on a dollar-for-dollar basis by the amount of such deficit. If the Subsequent Country Inventory of all Non-Principal Country Units closing on the same Closing Date is equal to or less than 110% of the Non-Principal Country Unit Inventory Targets for such Non-Principal Country Units and equal to or more than 90% of the Non-Principal Country Unit Inventory Targets for such Non-Principal Country Units, conclusive then there shall be no adjustment to the Purchase Price in respect of the Non-Principal Country Unit Closing with respect to such Non-Principal Country Units. (h) No payment pursuant to this Section 2.04 need be made by either party hereto in respect of any Price Adjustment Statement until the date that is 10 business days after such Price Adjustment Statement becomes final and binding upon the parties heretohereto pursuant to this Section 2.04 (each such 10th business day being a “Purchase Price Adjustment Due Date”); provided, absent fraud that on or manifest error. To before each Purchase Price Adjustment Due Date, (i) Buyer (or one or more of its Affiliates as may be designated by Buyer) shall pay or cause to be paid to Seller (or one or more of its Affiliates as may be designated by Seller), in immediately available funds by wire transfer to one or more bank accounts designated in writing by Seller at least two business days prior to such Purchase Price Adjustment Due Date, cash in U.S. dollars (or in a Foreign Currency (at the extent the Final Closing Payment Exchange Rate as determined by Section 1.02(c)) as mutually agreed by Seller and Buyer) in an amount equal to the Independent Auditor is less than respective positive Purchase Price adjustment under Sections 2.04(f) or (g), if any, as applicable, or (ii) Seller (or one or more of its Affiliates as may be designated by Seller) shall pay or cause to be paid to Buyer (or one or more of its Affiliates as may be designated by Buyer), in immediately available funds by wire transfer to one or more bank accounts designated in writing by Buyer at least two business days prior to such Purchase Price Adjustment Due Date, cash in U.S. dollars (or in a Foreign Currency (at the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment Exchange Rate as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay Section 1.02(c)) as mutually agreed by Seller and Buyer) in an amount equal to the Seller the full amount of such excess respective negative Purchase Price adjustment under Sections 2.04(f) or (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutiong), if any, as applicable. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 At least thirty (30) days following prior to the Closingexpected Closing Date, the Buyer Seller shall prepare and deliverdeliver to Buyer a statement, or cause to be prepared using the same accounting methods, policies, practices and delivered, to procedures used in the Seller a statement preparation of the Company’s Statutory Statements (the “Preliminary Closing ScheduleAdjusted Net Worth Statement”) setting forth: ), consisting of (i) the Buyer’s determination balance sheet of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case Company as of 12:01 a.m. Eastern Time the close of business on the last day of the calendar quarter immediately preceding the Closing Date without taking into account any included with the Company’s Statutory Statement as of such date and adjusted to give effect on a pro forma basis to the transactions contemplated to be completed on occur at or prior to the Closing Date in accordance with by this Agreement and by the terms of this Agreement; Transaction Agreements, (ii) a calculation in reasonable detail of any adjustments the Company’s Adjusted Statutory Book Value, derived from such balance sheet, and made pursuant to the Closing Payment based procedures set forth on such calculations Schedule 1.4(a) (the adjusted Closing Payment as a result of such calculation being the “Final Closing PaymentPreliminary Adjusted Statutory Book Value”); and ) and (iii) a calculation of the accounts receivable amount, if any, by which the Closing Payment will be increased or reduced pursuant to Section 1.3. For illustrative purposes only, Schedule 1.4(b) contains a sample balance sheet of the Company derived from the balance sheet contained in the Preliminary Adjustment Amount that were not collected Statutory Statement of the Company as of June 30, 2010 and giving effect on a pro forma basis to the transactions contemplated by Buyer within the thirty (30) days immediately following the Closing this Agreement and the accounts receivable existing at Transaction Agreements to occur following June 30, 2010 (including those that have occurred prior to the Closing date hereof), but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)prior to Closing. (b) Within fifteen Not later than seventy-five (1575) days after delivery the Closing Date, Buyer shall (i) cause a schedule to be prepared as of the Closing ScheduleDate using the same accounting methods, policies, practices and procedures used in the Seller may deliver a notice to Buyer either: preparation of the Company’s Statutory Statements (i) concurring with the “Final Closing Adjusted Net Worth Statement”), which shall include Buyer’s calculations, as of the Closing Schedule (a “Notice Date, of Concurrence”); or the Company’s Adjusted Statutory Book Value, and (ii) disagreeing therewith (a deliver copies of the proposed Final Closing Adjusted Net Worth Statement to Seller. The “Notice Adjusted Statutory Book Value” means, as of Disagreement”). If the Seller delivers a Notice applicable date, the total capital and surplus of Disagreement, then it shall be accompanied by the Seller’s proposed revisions Company as calculated pursuant to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrenceprocedures set forth on Schedule 1.4(a). (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 days following Not less than five (5) Business Days prior to the ClosingClosing Date, the Buyer Parent shall prepare in good faith and deliver, or cause deliver to be prepared and delivered, to the Seller Buyer a statement (the “Estimated Closing ScheduleStatement”) setting forth: forth Parent’s good faith estimate of (i) the Buyer’s determination of the actual amounts of Closing Cash (A“Estimated Closing Cash”), (ii) the Adjustment Amount, including the Final Working Capital Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Estimated Working Capital Adjustment Amount”), (iii) Closing Indebtedness (“Estimated Closing Indebtedness”), (iv) Business Expenses (“Estimated Business Expenses”), and (Bv) the Seller Indebtedness Estimated Adjustment Amount, in each case as of 12:01 a.m. Eastern Time on the . The Estimated Closing Date without taking into account any of the transactions to Statement shall be completed on the Closing Date prepared in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the , and Closing Payment based on such calculations (the adjusted Cash, Closing Payment as a result of such calculation being the “Final Working Capital, Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing Indebtedness, and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)Business Expenses shall be determined without duplication. (b) Within fifteen As promptly as practicable, and in any event within ninety (1590) calendar days after the Closing Date, Buyer shall prepare and deliver to Parent a statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of Closing Cash, Working Capital Adjustment Amount, Closing Indebtedness, Business Expenses and the Final Adjustment Amount assuming the amounts set forth in the Closing Statement were final, together with such schedules and data with respect to the determination thereof as may be appropriate to support the calculations set forth in the Closing Statement. The Estimated Closing Statement and the Closing Statement shall be prepared in accordance with the Accounting Principles or the applicable definitions contained in this Agreement. The parties agree that the purpose of preparing the Closing Statement and determining Closing Cash, Working Capital Adjustment Amount, Closing Indebtedness, and Business Expenses and the related adjustments contemplated by this Section 1.04(b) is to measure the amount of Closing Cash, the Working Capital Adjustment Amount, Closing Indebtedness and Business Expenses in accordance with the Accounting Principles or the applicable definitions contained in this Agreement, and such process is not intended to permit the introduction of different accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of determining Closing Cash, the Working Capital Adjustment Amount, Closing Indebtedness and Business Expenses than those set forth in the Accounting Principles or the applicable definitions contained in this Agreement. Following the delivery of the Closing ScheduleStatement, Buyer shall provide Parent and its Representatives with reasonable access during normal business hours to the Business Records and relevant personnel and properties of the Business Companies to permit Parent to review the Closing Statement and Buyer’s calculation of Closing Cash, the Seller may deliver a Working Capital Adjustment Amount, Closing Indebtedness, Business Expenses and the Final Adjustment Amount as set forth therein. The Closing Statement shall become final and binding upon the parties on the forty-fifth (45th) calendar day following receipt thereof by Parent (the “Response Period”), unless Parent gives written notice to Buyer either: (i) concurring of its disagreement with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith Statement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the item(s), dollar amount(s), nature and basis of any disagreement so asserted, together with Parent’s alternative calculation of each disputed item, and each of Buyer and Parent shall be deemed to have agreed with all other items contained in the Closing Statement that are not subject to the Notice of Disagreement. If a timely Notice of Disagreement is received by Buyer, then the Seller delivers Closing Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date on which Buyer and Parent resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date on which all such disputed matters are finally resolved in writing by the Independent Expert pursuant to the procedures set forth in this Section 1.04. During the thirty (30) calendar day period following the delivery of a Notice of Disagreement, then it Buyer and Parent shall be accompanied by the Seller’s proposed revisions seek in good faith to resolve in writing any differences that they may have with respect to the Closing Schedulematters specified in the Notice of Disagreement; provided that all negotiations between Buyer and Parent regarding the matters specified in such Notice of Disagreement will (unless otherwise agreed by Buyer and Parent) be governed by Rule 408 of the Federal Rules of Evidence and any comparable applicable state rule. If Buyer and Parent have not resolved such matters at the Seller fails to deliver any notice within end of such 15-thirty (30) calendar day period, then Buyer and Parent shall promptly submit to an internationally recognized independent public accounting firm (the Seller “Independent Expert”) for review any and all matters that remain in dispute and were included in the Notice of Disagreement. The Independent Expert shall be deemed EY or, if such firm is unable or unwilling to have delivered act, such other internationally recognized independent public accounting firm as shall be agreed upon by Buyer and Parent, and, if Buyer and Parent are unable to so agree within ten (10) calendar days after the end of such thirty (30) calendar day period, then Buyer and Parent shall each select a Notice firm and such firms shall jointly select a third internationally recognized independent public accounting firm to resolve the disputed matters. The parties shall instruct the Independent Expert to render its decision as to the disputed items and the effect of Concurrenceits decision on the Closing Statement as promptly as practicable but in no event later than sixty (60) calendar days after the date of such submission. Each party shall furnish to the Independent Expert such working papers and other relevant documents and information relating to the disputed items and shall provide interviews and answer questions as the Independent Expert may reasonably request in connection with its determination of such disputed items. In the event any party shall participate in teleconferences or meetings with, or make presentations to, the Independent Expert, the other party shall be entitled to participate in such teleconferences, meetings or presentations. Subject to the last sentence of Section 1.04(e), the terms of appointment and engagement of the Independent Expert shall be as agreed upon between Buyer and Parent in writing. (c) If a In resolving any such disputed item, the Independent Expert (i) shall act in the capacity of an expert and not as an arbitrator, (ii) shall limit its review to matters specifically set forth in the Notice of Concurrence is delivered or deemed deliveredDisagreement as to a disputed item (other than matters thereafter resolved by mutual written agreement of the parties), and if such review shall be limited to determining whether such items are calculated in accordance with the Final Closing Payment is Accounting Principles or the applicable definitions contained in this Agreement and (iii) shall not assign a value to any disputed item greater than the greatest value for such item claimed by either party or less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration smallest value for such item claimed by either party in the full amount of such shortfall. If a Notice of Concurrence is delivered Closing Statement or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of ConcurrenceDisagreement. The Independent Expert is not authorized to, and shall not, make any other determination, including (A) any determination with respect to any matter included in the Closing Statement or the Notice of Disagreement that was not submitted for resolution to the Independent Expert, (B) any determination as to whether the Accounting Principles were followed with respect to the Financial Statements (unless a failure to follow the Accounting Principles with respect to the Financial Statements relates to a matter disputed in the Notice of Disagreement), (C) any determination as to the accuracy of the representations and warranties set forth in Section 2.08 or any other representation or warranty in this Agreement or (D) any determination as to compliance by any party with any of its respective covenants in this Agreement. Any dispute not within the scope of disputes to be resolved by the Independent Expert pursuant to this Section 1.04 shall be resolved as otherwise provided in this Agreement. (d) If a Notice The final determination by the Independent Expert of Disagreement is deliveredthe matters submitted to it pursuant to Section 1.04(b) shall (i) be in writing, then (ii) include the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on Independent Expert’s calculation of the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”iii) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by include the Independent Auditor is less than Expert’s determination of each matter submitted to it pursuant to Section 1.04(b), (iv) include the Closing Payment, proportionate allocations as provided in the Buyer shall be entitled to payment out last sentence of Section 1.04(e) and (v) include a brief summary of the Royalty Consideration in the full amount Independent Expert’s reasons for its determination of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutioneach issue. (e) Each Absent fraud, the resolution of disputed items by the Seller Independent Expert shall be final and binding on the Buyer shall pay fifty percent (50%) of parties and an order may be entered in respect thereof by a court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Independent AuditorExpert incurred pursuant to this Section 1.04 shall be borne equally by Buyer and Parent. (f) The procedures set forth in this Section 1.04 for resolving any dispute over the amounts contemplated to be determined as set forth in this Section 1.04 shall be the sole and exclusive method for resolving such amounts with respect to the calculation of the Final Adjustment Amount.

Purchase Price Adjustment. (a) Within 90 days following the ClosingThe Seller, the Buyer and the Parent agree that the Purchase Price shall prepare and deliver, or cause to be prepared and delivered, to adjusted following the Seller a statement Closing (the “Post-Closing Schedule”Adjustment) setting forthas follows: (i) the Buyer’s determination of Purchase Price shall be (x) increased dollar for dollar by the actual amounts of (A) the Adjustment Amountamount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”)if any, and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time by which Working Capital set forth on the Closing Date without taking into account any of Statement exceeds Working Capital set forth on the transactions to be completed Preliminary Closing Statement, or (y) decreased dollar for dollar by the amount, if any, by which Working Capital set forth on the Closing Date in accordance with Statement is less than Working Capital set forth on the terms of this Agreement;Preliminary Closing Statement; and (ii) a calculation of any adjustments to the Purchase Price shall be (x) increased dollar for dollar by the amount, if any, by which the Accounts Receivable Purchase Price for the Purchased Accounts Receivable is decreased after the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iiipursuant to Section 1.03(b) a calculation of the accounts receivable contained in Accounts Receivable Purchase Agreement, or (y) decreased dollar for dollar by the Preliminary Adjustment Amount that were not collected amount, if any, by Buyer within which the thirty (30) days immediately following Accounts Receivable Purchase Price for the Purchased Accounts Receivable is increased after the Closing and pursuant to Section 1.03(b) of the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)Accounts Receivable Purchase Agreement. (b) Within fifteen A statement of the Working Capital on the Closing Date (15the Closing Statement) shall be prepared by the Seller and furnished to the Buyer within sixty (60) days after delivery the Closing and shall include a calculation of the amount of the Post-Closing Adjustment, if any, required pursuant to the provisions of Section 1.3(a) (the Post- Closing Adjustment Calculation). The Closing Statement shall be prepared by the Seller in good faith and on a basis consistent with the Interim Balance Sheet. During the preparation of the Closing ScheduleStatement, and the period of any dispute within the contemplation of this Section 1.3, the Seller may deliver a notice to Buyer eithershall: (i) concurring provide the Seller and the Seller's authorized representatives with full access during normal business hours to the Closing Schedule books, records (a “Notice including workpapers, schedules, memoranda and other documents), facilities and employees of Concurrence”); or the Company, (ii) disagreeing therewith (a “Notice of Disagreement”). If provide the Seller delivers a Notice of Disagreement, then it shall be accompanied by as promptly as practicable after the Seller’s proposed revisions Closing Date (but in no event later than twenty (20) days after the Closing Date) with normal month-end closing financial information for the Company for the period ending on the day prior to the Closing Schedule. If Date and (iii) cooperate fully with the Seller fails to deliver any notice within such 15-day periodand the Seller's authorized representatives, including the Seller shall be deemed to have delivered provision on a Notice timely basis of Concurrenceall information necessary or useful in preparing the Closing Statement. (c) If a Notice of Concurrence is delivered or deemed deliveredThe Buyer and its independent accountants, Deloitte & Touche, shall have the right to review the books and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, records and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each supporting work papers of the Seller for the purpose of verifying the Closing Statement and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.Post-

Purchase Price Adjustment. (ai) Within 90 days following Prior to the Closing, the Buyer shall prepare engage Regis Corporation to conduct a physical count of Net Inventory at the Closing. Absent manifest error on the part of Regis Corporation, Seller and deliverBuyer shall be bound, or cause and shall not dispute, the results of the physical inventory conducted by Regis Corporation. Within 30 days after the Closing, Seller shall deliver to be prepared and delivered, to Buyer a certificate setting forth the Seller a statement Net Inventory (the “Closing ScheduleInventory Calculation”) setting forth: (i) and the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage Cash Portion calculated therefrom (the “Final Adjustment AmountCash Portion”), . Seller shall give Buyer reasonable access to Seller’s books and (B) the Seller Indebtedness Amount, records and shall cooperate with Buyer in each case as connection with Buyer’s review of 12:01 a.m. Eastern Time on the Closing Date without taking into account any Inventory Calculation. Following Buyer’s receipt of the transactions Closing Inventory Calculation and until the Net Inventory and the resulting Cash Portion is finally determined pursuant to this Section 2.3(c), Buyer and its representatives and agents shall be completed on permitted to review Seller’s books and records related to Seller’s preparation of the Closing Date Inventory Calculation. The Closing Inventory Calculation shall become final and binding upon the parties thirty (30) days following Buyer’s receipt thereof, unless Buyer gives written notice of its disagreement (“Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If a timely Notice of Disagreement is received by Seller, then the Closing Inventory Calculation (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the terms parties on the earliest of this Agreement; (iix) a calculation of the date the parties hereto resolve in writing any adjustments differences they have with respect to the Closing Payment based on such calculations matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by PricewaterhouseCoopers LLP (the adjusted Closing Payment as a result of such calculation being the “Final Closing PaymentAccounting Firm”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within . During the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it Buyer and Seller shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period, Buyer shall be accompanied by the permitted to review Seller’s proposed revisions working papers relating to the Closing ScheduleNotice of Disagreement. If At the Seller fails to deliver any notice within end of such 1530-day period, the Buyer and Seller shall submit to the Accounting Firm for review and resolution of all matters (but only such matters) which remain in dispute, and the Accounting Firm shall make a final determination of the Net Inventory and the resulting Cash Portion in accordance with the guidelines and procedures set forth in this Agreement. Buyer and Seller will cooperate with the Accounting Firm during the term of its engagement. The Accounting Firm’s determination of the Net Inventory and the resulting Cash Portion shall be deemed based solely on written presentations submitted by Buyer and Seller which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Accounting Firm shall consider only the disputed matters that were included in the Notice of Disagreement and the Accounting Firm may not assign a value to have delivered any item in dispute greater than the greatest value assigned by Buyer, on the one hand, or Seller, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand. The Closing Inventory Calculation shall become final and binding on the Parties on the date the Accounting Firm delivers its final resolution in writing to the Parties (which the Accounting Firm shall be instructed to deliver not more than forty-five (45) days following submission of such disputed matters). The fees and expenses of the Accounting Firm shall be allocated 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 in the written presentation to the Accounting Firm. For example, if Buyer submits a Notice of ConcurrenceDisagreement for $1,000, and if Seller contests only $500 of the amount claimed by Buyer, and if the Accounting Firm ultimately resolves the dispute by awarding Seller $200 of the $500 contested, then the costs and expenses of the Accounting Firm will be allocated 40% (i.e., 200/500) to Buyer and 60% (i.e., 300/500) to Seller. (cii) If a Notice of Concurrence the Estimated Cash Portion is delivered or deemed deliveredgreater than the Final Cash Portion, Seller shall, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment Cash Portion is greater than the Closing PaymentEstimated Cash Portion, Buyer shall pay shall, within three business days after the Closing Inventory Calculation becomes final and binding on the Parties, make payment by wire transfer to Buyer or Seller, as the Seller case may be, in immediately available funds of the full amount of such excess (difference, together with such payment being interest thereon at a rate per annum equal to the prime rate of interest announced from time to time in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery The Wall Street Journal (the “Negotiation PeriodApplicable Rate”), use commercially reasonable efforts to agree calculated on the Final Adjustment Amount. Ifbasis of the actual number of days elapsed over 365, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than from the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay Date to the Seller the full amount date of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionpayment. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 Delivery and Review of ------------------------- ---------------------- Closing Balance Sheet. As promptly as practicable, but no later than 60 days following --------------------- after the ClosingClosing Date, the Buyer shall Sellers will cause Rocky to prepare and deliver, or cause to be prepared and delivered, deliver to the Seller a statement (the “Closing Schedule”) setting forth: Purchaser (i) the Buyer’s determination a draft balance sheet of the actual amounts Rocky, dated as of (A) the Adjustment AmountJune 30, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage 1998 (the “Final Adjustment Amount”- "Closing Balance Sheet"), accompanied by a draft auditors' report thereon from Pricewaterhouse Coopers LLC ("PC") and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation draft certificate of any adjustments an officer of -- Rocky, setting forth the Closing Net Worth together with supporting calculations in reasonable detail (the "Adjustment Certificate"). The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles. The Purchaser shall have 45 days from the date on which the Closing Balance Sheet and the Adjustment Certificate are delivered to it and the PC work papers are available for review in Los Angeles, California to review such documents (the "Review Period"). The Purchaser and its accountants shall be provided with full access to the PC work papers at the Purchaser's Los Angeles, California office in connection with such review. If the Purchaser disagrees in any respect with any item or amount shown or reflected in the Closing Payment based on such calculations (Balance Sheet or the adjusted Closing Payment as a result of such calculation being Adjustment Certificate or with the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in Closing Net Worth, the Preliminary Adjustment Amount that were not collected by Buyer within Purchaser may, on or prior to the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery last day of the Closing ScheduleReview Period, the Seller may deliver a notice to Buyer either: the Sellers setting forth, in reasonable detail, each disputed item or amount and the basis for the Purchaser's disagreement therewith, together with supporting calculations (i) concurring with the "Dispute Notice"). It is mutually agreed that estimates used in the preparation of the Closing Schedule (a “Balance Sheet may be conclusively disputed by actual results which differ from such estimates prior to the end of the Review Period. The Dispute Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”)shall set forth the Purchaser's position as to the proper Closing Net Worth. If the Seller delivers a no Dispute Notice of Disagreement, then it shall be accompanied is received by the Seller’s proposed revisions Purchaser on or prior to the Closing Schedule. If last day of the Seller fails to deliver any notice within such 15-day periodReview Period, the Seller Closing Balance Sheet and the Adjustment Certificate shall become final and be deemed accepted by the Purchaser. The Purchaser's rights to indemnification pursuant to Sections 13 and 14 (and any limitations on such rights) shall not be deemed to have delivered limit, supersede or otherwise affect the Purchaser's rights to a Notice of Concurrencefull purchase price adjustment pursuant to this Section 3. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 days following For purposes of establishing the ClosingPurchase Price, Purchaser and Sellers have assumed that the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination sum of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any Working Capital of the transactions to Business at Closing would be completed on the Closing Date in accordance with the terms of this Agreement; $124,000,000 (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded ARWorking Capital Threshold”). (b) Within fifteen As soon as reasonably practicable following the Closing Date, and in any event within 120 days thereafter, Purchaser shall prepare and deliver to Sellers a calculation of (15i) days the actual Working Capital of the Business, prepared in accordance with the accounting principles and procedures and in the format set forth on Schedule 2.03(b) as of 12:01 a.m. (local time in each applicable jurisdiction) on the Closing Date (the “Final Working Capital”), (ii) the Final Customer Advances Amount, and (iii) the Final Capital Lease Amount, together with reasonably detailed supporting information, (collectively set forth on the “Final Closing Statement”). The difference (positive or negative) between the Final Working Capital and the Working Capital Threshold shall be referred to as the “Final Working Capital Payment.” (i) From and after the delivery of the Final Closing ScheduleStatement, Purchaser shall provide Sellers and their representatives reasonable access to the books and records of the Business relating to the calculation of the Final Working Capital, the Seller may deliver a notice Final Customer Advances Amount and the Final Capital Lease Amount as Sellers shall reasonably request and that are available to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or Purchaser. (ii) disagreeing therewith (a “Notice Within 45 days after Sellers’ receipt of Disagreement”)the Final Closing Statement, Sellers shall notify Purchaser as to whether Sellers agree or disagree with the calculation of the Final Working Capital or the Final Customer Advances Amount as reflected on the Final Closing Statement and, if Sellers disagree, such notice shall set forth in reasonable detail the particulars of such disagreement. If the Seller delivers Sellers provide a Notice notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any agreement or do not provide a notice of disagreement within such 15-45 day period, the Seller then Sellers shall be deemed to have accepted the calculations and the amounts set forth in the Final Closing Statement delivered by Purchaser, which shall then be final, binding and conclusive for all purposes hereunder. If any such notice of disagreement is timely provided, then Purchaser and Sellers shall each use reasonable efforts for a Notice period of Concurrence25 days thereafter to resolve any disagreements with respect to the calculations in the Final Closing Statement. (ciii) If a Notice If, at the end of Concurrence is delivered or deemed deliveredthe 25-day resolution period referred to in (ii) above, and if the parties are unable to resolve any disagreements as to items in the Final Closing Payment Statement, then Xxxxx Xxxxxxxx LLP will be asked to resolve such dispute (the “Purchase Price Arbiter”). If Xxxxx Xxxxxxxx LLP is less than unable or unwilling to serve as the Closing PaymentPurchase Price Arbiter and Purchaser and Sellers are unable to agree upon a mutually acceptable Person to serve as the Purchase Price Arbiter, then Xxxxx Xxxxxxxx LLP shall select a Person who (A) is a retired partner of a national accounting firm which partner has not performed any audit, tax or other accounting services for either Sellers or Purchaser in the Buyer previous three years, and does not have a conflict of interest with either party, (B) has experience in arbitration and (C) holds a certified public accountant certificate, to serve as the Purchase Price Arbiter. Sellers and Purchaser shall be entitled submit, in writing, detailed briefs to payment out the Purchase Price Arbiter setting forth their views as to the correct nature and amount of each item remaining in dispute and the amount of the Royalty Consideration in Final Working Capital or Final Customer Advances Amount, as the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed deliveredcase may be, and the Final Closing Payment Purchase Price Arbiter shall make a written determination as promptly as practicable, but in any event within 30 days after the date on which such dispute is greater than the Closing Payment, Buyer shall pay referred to the Seller Purchase Price Arbiter, as to the full Final Working Capital or Final Customer Advances Amount, which determination shall be final and binding on the parties for all purposes hereunder. The Purchase Price Arbiter shall be authorized to select only the amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days the Final Working Capital or Final Customer Advances Amount as presented by either Sellers or Purchaser and shall not select any other figure or amount as the Final Working Capital or Final Customer Advances Amount. The costs and expenses of the delivery Purchase Price Arbiter shall be borne 50% by Sellers and 50% by Purchaser. The determination of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution Purchase Price Arbiter shall be final, binding and conclusive and binding upon for all purposes hereunder. Within five Business Days of the parties hereto, absent fraud or manifest error. To date on which the extent last disputed item required to determine the Final Closing Working Capital, Final Customer Advances Amount and the Final Capital Lease Amount is resolved pursuant to this Section 2.03, the Purchase Price shall be increased by the excess, if any, of the Final Working Capital Payment over the Estimated Working Capital Payment, or decreased by the excess, if any, of the Estimated Working Capital Payment over the Final Working Capital Payment. The Purchase Price shall be further adjusted as follows: (i) increased by the excess, if any, of the Estimated Customer Advances Amount over the Final Customer Advances Amount, or decreased by the excess, if any, of the Final Customer Advances Amount over the Estimated Customer Advances Amount, and (ii) increased by the excess, if any, of the Estimated Capital Lease Amount over the Final Capital Lease Amount, or decreased by the excess, if any, of the Final Capital Lease Amount over the Estimated Capital Lease Amount. The Sellers shall pay to Purchaser any net decrease in the Purchase Price, as determined by under this Section 2.03, from the Independent Auditor is less than the Closing Payment, the Buyer Base Purchase Price. The Purchaser shall be entitled pay to payment out of the Royalty Consideration Sellers any net increase in the full Purchase Price, as determined under this Section 2.03, over the Base Purchase Price. Any payments made pursuant to this Section 2.03 shall include interest on the amount of such shortfall. To payment at the extent Libor Rate on an annualized basis for the Final Closing Payment as determined by the Independent Auditor is more than period between the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller Date and the Buyer date of payment. The Base Purchase Price as adjusted pursuant to this Section 2.03 and Section 2.04 below shall pay fifty percent (50%) of be referred to as the fees and expenses of the Independent Auditor“Purchase Price.”

Purchase Price Adjustment. (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, At least five (5) Business Days prior to the Seller Closing Date, Biolase shall deliver to Purchaser a reasonably detailed statement (the “Pre-Closing ScheduleStatement”) setting forth: forth the Sellers’ good faith estimate of (i) the Buyer’s determination Estimated Working Capital, as well as the resulting Estimated Working Capital Shortfall (if any); provided, that, for the avoidance of doubt, Purchaser shall in no event be required to pay any additional purchase price if the actual amounts of (A) Estimated Working Capital is greater than the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”)Working Capital Target, and (Bii) the Seller Indebtedness Amountresulting Estimated Purchase Price, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date case, calculated in accordance with the terms of this Agreement; (ii) a calculation of Accounting Methodology. Biolase shall consider in good faith any adjustments comments or objections to any amounts set forth on the Pre-Closing Statement notified to it by Purchaser prior to the Closing Payment based on such calculations (and if, prior to the adjusted Closing, Biolase and Purchaser agree to make any modification to the Pre-Closing Payment Statement, then the Pre-Closing Statement as a result of such calculation being so modified shall be deemed to be the “Final Pre-Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)Statement. (b) Within fifteen ninety (1590) days after delivery of the Closing ScheduleDate, Purchaser shall deliver to Biolase a reasonably detailed statement (the Seller may deliver a notice to Buyer either: “Post-Closing Statement”) setting forth Purchaser’s good faith calculation of (i) concurring with the Closing Schedule Working Capital, as well as the resulting Closing Working Capital Excess (a “Notice of Concurrence”if any) or Closing Working Capital Shortfall (if any); or , as the case may be and (ii) disagreeing therewith the resulting adjustments to the Estimated Purchase Price, in each case, calculated in accordance with the Accounting Methodology. (c) After receipt of the Post-Closing Statement, Biolase shall have thirty (30) days (the “Review Period”) to review the Post-Closing Statement. During the Review Period, Biolase and its accountants shall have access to the books and records of the Business, the personnel of, and work papers prepared by, Xxxxxxxxx and/or Purchaser’s accountants to the extent that they relate to the Post-Closing Statement and to such historical financial information (to the extent in the Purchaser’s possession) relating to the Post-Closing Statement, as Biolase may reasonably request for the purpose of reviewing the Post-Closing Statement; provided, that such access shall be in a manner that does not interfere with the normal business operations of Purchaser or the Business. The Post-Closing Statement shall become final and binding upon the Parties following the expiration of the Review Period unless Biolase delivers written notice of its disagreement with the Post-Closing Statement (a “Notice of Disagreement”)) to Purchaser prior to such date. Any Notice of Disagreement shall specify in reasonable detail Biolase’s objections to the Post-Closing Statement, indicating each disputed item or amount and the basis for Biolase’s disagreement therewith. Any items set forth in the Post-Closing Statement that are not objected to by Biolase in a Notice of Disagreement during the Resolution Period shall be deemed to become final and binding upon the Parties. If a Notice of Disagreement is received by Purchaser prior to the Seller delivers expiration of the Review Period, then during the thirty (30) day period (the “Resolution Period”) following the delivery of a Notice of Disagreement, then it Biolase and Purchaser shall negotiate in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If such differences are so resolved within the Resolution Period, the revised Post-Closing Statement with such changes as may have been previously agreed in writing by Purchaser and Biolase shall be accompanied by final and binding. If at the Seller’s proposed revisions end of the Resolution Period Biolase and Purchaser have not resolved in writing the matters specified in the Notice of Disagreement, Biolase and Purchaser shall submit any amounts remaining in dispute to the Accounting Firm, who, acting as experts and not arbitrators, shall resolve such disputed amounts only and make any adjustments to the Post-Closing ScheduleStatement. If the Seller fails to deliver any notice within such 15-day period, the Seller Purchaser and Biolase agree that all adjustments shall be deemed made without regard to have delivered materiality. The Accounting Firm shall render a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed deliveredwritten decision resolving the matters submitted to the Accounting Firm as soon as practicable, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) any event within thirty (30) days of the delivery receipt of such submission (or such other time as the Parties shall agree in writing). The scope of the Notice disputes to be resolved by the Accounting Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Accounting Methodology and the terms of Concurrencethis Agreement, and no other matters. The Accounting Firm’s decision shall be (w) limited to the specific items under dispute by the Parties (x) based solely on written submissions by Biolase and Purchaser and their respective Representatives (and it shall not permit or authorize discovery or hear testimony) and not by independent review, (y) made strictly in accordance with the Accounting Methodology and the terms of this Agreement and (z) final and binding on all of the Parties absent manifest error. The Accounting Firm may not assign a value greater than the greatest value for such item claimed by either Party or smaller than the smallest value for such item claimed by either Party. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.3(c) shall be borne pro rata as between the Sellers, on the one hand, and Purchaser, on the other hand, in proportion to the final allocation made by such Accounting Firm of the disputed items weighted in relation to the claims made by Biolase and Purchaser, such that the prevailing Party pays the lesser proportion of such fees, costs and expenses. (d) If a Notice Within five (5) Business Days after the final determination of Disagreement is deliveredthe Final Working Capital, then the Seller Closing Working Capital Shortfall (if any), the Closing Working Capital Excess (if any) and the Buyer shallresulting Purchase Price, during the 15-day period following payments shall be made, as applicable: (i) If the Purchase Price is greater than the Estimated Purchase Price calculated at the Closing (such delivery (excess, the “Negotiation PeriodAdjustment Surplus Amount”), use commercially reasonable efforts then (1) Purchaser shall pay (or caused to agree be paid) the Adjustment Surplus Amount to Biolase (on behalf of itself and the Final other Sellers), by wire transfer of immediately available funds, to an account designated in writing by Biolase and (2) Biolase and Purchaser shall execute and deliver a joint written instruction to the Escrow Agent, in accordance with the Adjustment Amount. IfEscrow Agreement, during such periodinstructing the Escrow Agent to release to Biolase (on behalf of itself and the other Sellers), from the Adjustment Escrow Account, the Seller and Adjustment Escrow Amount; and (ii) If the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor Purchase Price is less than the Estimated Purchase Price calculated at the Closing Payment(such deficit, expressed as a positive number, the Buyer “Adjustment Deficit Amount”), then Biolase and Purchaser shall be entitled execute and deliver a joint written instruction to payment out the Escrow Agent, in accordance with the Adjustment Escrow Agreement, instructing the Escrow Agent to release to Purchaser, from the Adjustment Escrow Account, an amount equal to such Adjustment Deficit Amount, and in the event that such Adjustment Deficit Amount is: (A) less than the Adjustment Escrow Amount, then such joint written instruction shall further direct the Escrow Agent to release to Biolase (on behalf of itself and the other Sellers), from the Adjustment Escrow Account, any remaining portion of the Royalty Consideration Adjustment Escrow Amount (after such release of the Adjustment Deficit Amount to Purchaser) or (B) greater than the Adjustment Escrow Amount, then the Sellers, shall pay, or cause to be paid, to Purchaser, by wire transfer of immediately available funds to a bank account designated in writing by Purchaser, an amount equal to the full amount remaining portion of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay Adjustment Deficit Amount to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionPurchaser. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Seller shall prepare and deliver to Buyer, no later than five (5) Business Days prior to the Closing Date: (i) a statement setting forth Seller’s good faith estimate of (x) the Net Working Capital, (y) the Outstanding Indebtedness Amount and (z) the Employee Amounts, in each case, as of 11:59 p.m. (Eastern Time) on the Closing Date (the “Effective Time”) and prepared in accordance with the Accounting Principles (the “Estimated Settlement Statement”), together with such schedules and data as may be appropriate to support such statement, and (ii) a funds flow statement including wire transfer instructions (the “Funds Flow Statement”). Seller shall in good faith consider any changes requested by Buyer to the Estimated Settlement Statement and the Funds Flow Statement. (b) The Initial Purchase Price shall be adjusted as follows: (i) decreased by the Outstanding Indebtedness Amount and the Employee Amounts, (ii) increased, if the Net Working Capital set forth on the Estimated Settlement Statement calculated in accordance with the formulas and methodologies on Schedule 11.1(a) results in a positive adjustment to the Purchase Price, and (iii) decreased, if the Net Working Capital set forth on the Estimated Settlement Statement calculated in accordance with the formulas and methodologies on Schedule 11.1(a) results in a negative adjustment to the Purchase Price, in each case, as of the Effective Time and prepared in accordance with the Accounting Principles (the total net increase or decrease, as the case may be, being the “Estimated Closing Adjustment”). (c) After Closing, Seller shall engage Xxxxxx Xxxxxx Xxxxxx (the “Actuary Firm”) to prepare a certified actuarial report setting forth the Assumed Union Employee Retirement Ineligible OPEB Liability and the Assumed Union Employee Retirement Eligible OPEB Liability, in each case, as of the Effective Time, calculated under actuarial measurements and assumptions consistent with Seller’s ongoing plans. Within 90 sixty (60) days following Closing, Seller shall deliver this report to Buyer. (d) Within ninety (90) days following the ClosingClosing Date, the Buyer shall prepare and deliver, or cause deliver to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the forth Buyer’s determination calculation of the actual amounts of (Ai) the Adjustment Net Working Capital, (ii) the Outstanding Indebtedness Amount, including and (iii) the Final Adjustment Amount Overage or Employee Amounts, in each case, as of the Final Adjustment Amount Underage Effective Time prepared in accordance with the Accounting Principles (the “Final Adjustment AmountSettlement Statement”), together with such schedules and (B) the Seller Indebtedness Amount, in each case data as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions may be appropriate to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on support such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected calculation. Any actions taken by Buyer within at or after the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but Effective Time shall not be taken into account in for the purpose of preparing the Final Settlement Statement or calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionamounts therein. (e) Each Seller shall have sixty (60) days following receipt of the Final Settlement Statement to review the Final Settlement Statement and to notify Buyer in writing of any dispute regarding the calculations in the Final Settlement Statement (the “Dispute Notice”), specifying the reasons for any difference in Seller’s calculation of the Final Settlement Statement in reasonable detail. If no Dispute Notice is delivered by Seller within such sixty (60) day review period or if Buyer delivers a written acceptance of the Final Settlement Statement during such sixty (60) day period, then such Final Settlement Statement and the calculations set forth therein shall become final and binding as of the end of the sixty (60) day review period or the date of receipt by Seller of such written acceptance, as applicable. (f) In connection with Buyer’s preparation of the Final Settlement Statement and with Seller’s review, the Parties and their Representatives shall have access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda, books and records, and other documents of Seller, the Company, their Affiliates or the Representatives of each of the foregoing, subject to executing customary access letters, and to the finance personnel of Seller, the Company and any of their Affiliates and any other information which the Parties reasonably request, and each of the Parties shall, and shall cause its Affiliates to, cooperate reasonably with the other Party and its Representatives in connection therewith. (g) In the event that Seller timely delivers a Dispute Notice to Buyer, Buyer and Seller shall cooperate in good faith to resolve any differences in the Final Settlement Statements as promptly as practicable and, upon such resolution, if any, any adjustments to the Final Settlement Statement shall be made as agreed upon in writing by Buyer and Seller. If Buyer and Seller are unable to resolve any such differences within twenty (20) Business Days (or such longer period as Buyer and Seller shall mutually agree in writing) of Buyer’s delivery of such Dispute Notice, such differences shall be resolved by the Independent Accounting Firm, and such determination by the Independent Accounting Firm shall be final and binding on the Parties; provided that (i) the Independent Accounting Firm may consider only those adjustments and amounts as to which Buyer and Seller have disagreed within the time periods and on the terms specified above and (ii) the Independent Accounting Firm’s determination of the disputed items in the Final Settlement Statement may not be outside of the range of amounts claimed by the respective Parties with respect to those adjustments in dispute in the Final Settlement Statement. Seller shall pay fifty percent (50%) a portion of the fees and expenses of the Independent Auditor.Accounting Firm equal to 100% multiplied by a fraction, the numerator of which is the dollar amount of the objections submitted to the Independent Accounting Firm that are resolved in favor of Buyer (that being the difference between the Independent Accounting Firm’s determination and Seller’s determination) and the denominator of which is the total dollar amount of objections submitted to the Independent Accounting Firm (that being the sum total by which Buyer’s determination and Seller’s determination differ from the determination of the Independent Accounting Firm). Buyer shall pay that portion of the fees and expenses of the Independent Accounting Firm that Seller is not required to pay under this Section 1.4(g). The Independent Accounting Firm shall include such apportionment of its fees and expenses in its determination. The Independent Accounting Firm shall be instructed to use reasonable best efforts to make its final determination within thirty (30) days of submission by the Parties hereto of the dispute to it and, in any case, as promptly as practicable after such submission. Buyer and Seller each shall furnish the Independent Accounting Firm such work papers and other documents and information relating to the disputed issues as the Independent Accounting Firm shall reasonably request. The adjustments to the Estimated Closing Adjustment set forth in the Final Settlement Statement shall be deemed final (the total net increase or decrease, as the case may be, being the “Final Closing Adjustment”) (x) in accordance with

Purchase Price Adjustment. (i) No later than the Closing Statement Due Date (as defined below), Acquiror shall deliver the Acquiror Closing Statement (as defined below) to the Sellers’ Agent. The “Closing Statement Due Date” shall be the date that is the later of (a) Within 90 calendar days following the Closing Date and (b) 15 calendar days after VMware issues a purchase order to pay amounts owed under Section 5.1 of the Reseller Agreement following delivery by the Company of an invoice in agreed upon amount pursuant to Section 5.1 of the Reseller Agreement for the period through the Closing Date; provided that the parties acknowledge that the invoicing process between VMware and the Company is often subject to delays resulting from review, negotiation and final determination of amounts owed. The unaudited statement in the same form as the Company Closing Statement (the “Acquiror Closing Statement”) shall set forth Acquiror’s good faith calculation of each of (a) the final Working Capital Adjustment as of the Closing, which shall include the Buyer shall prepare and deliver, or cause adjustments to be prepared and delivered, to Closing Accounts Receivable as described in the Seller a statement last sentence of the definition of Final Closing VMware AR set forth in the definition of Closing Accounts Receivable (the “Closing ScheduleWorking Capital Adjustment”) setting forth: ); (ib) the Buyer’s determination aggregate amount of all Unpaid Liabilities of the actual amounts Company as of the Closing (Athe “Closing Unpaid Liabilities”); (c) the Cash Consideration (the “Closing Cash Consideration”); and (d) the proposed Adjustment Amount, if any. The Acquiror Closing Statement shall be accompanied by reasonably detailed schedules indicating a calculation of the Adjustment Amount, including if any, Closing Unpaid Liabilities, and the Final Closing Working Capital Adjustment. If Acquiror does not deliver to the Sellers’ Agent the Acquiror Closing Statement by the Closing Statement Due Date, then, at the election of the Sellers’ Agent, either (x) the Sellers’ Agent may prepare its own version of the Acquiror Closing Statement and present such Acquiror Closing Statement to Acquiror within an additional 60 calendar days or (y) the Company Closing Statement, along with all of the estimated items therein, shall become final and binding on the parties and the Adjustment Amount Overage or shall be zero. If the Final Adjustment Amount Underage (Sellers’ Agent elects to prepare and submit to Acquiror the “Final Adjustment Amount”)Acquiror Closing Statement, and (B) the Seller Indebtedness Amount, then all subsequent references in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; subclauses (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing this Section 1.2(e), to “Acquiror” and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (“Sellers’ Agent”, respectively, shall be read as references to the “Excluded ARSellers’ Agent” and “Acquiror”), respectively. (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 days following No later than the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, third (3rd) Business Day prior to the Closing Date, Seller a statement shall deliver to Purchaser an Estimated Closing Statement (the “Seller Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment AmountStatement”), and (B) the Seller Indebtedness Amount, in each case setting forth Seller’s estimated calculation of Proton’s Net Working Capital as of 12:01 a.m. Eastern Time the end of business on the Closing Date without taking into account (“Closing Working Capital”). “Net Working Capital” means, as shown on the unaudited combined balance sheet of Proton and TD as at any date, the difference between (i) Total Current Assets (excluding cash and cash equivalents and any intercompany accounts receivable) and (b) Total Current Liabilities (excluding any intercompany accounts payable). The preparation of the transactions to Seller Closing Statement shall be completed on for the Closing Date sole purpose of determining changes in accordance with Proton’s Net Working Capital from March 31, 2008 (the terms of this Agreement; (ii“Reference Date”) a calculation of any adjustments to the Closing Payment based on such calculations Date. Attached hereto as Schedule 3.7(a)(i) is a schedule showing Net Working Capital as of the Reference Date (the adjusted Closing Payment as a result of such calculation being the “Final Closing PaymentReference Statement”); and (iii) a calculation . The Reference Statement has been prepared by Seller from the Interim Balance Sheet. If the Estimated Closing Statement indicates that the Net Working Capital as of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following Reference Date exceeds the Closing and Working Capital, the accounts receivable existing amount of the Purchase Price to be paid at the Closing but not taken into account in calculating shall be reduced by the Adjustment Amount (amount of such excess. From the “Excluded AR”). (b) Within fifteen (15) days after delivery amount of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with Purchase Price paid at the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions as adjusted pursuant to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day periodprovisions of this Section 3.7(a), the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if escrow with the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at Seller’s counsel $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery 200,000 (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent AuditorEscrowed Proceeds”) to resolve be held for the disagreementpayment of additional amounts, and any such resolution shall if any, that may be final, conclusive and binding payable by Seller to Purchaser upon the parties hereto, absent fraud or manifest error. To the extent determination of the Final Closing Payment as determined by Working Capital. Either the Independent Auditor is less than Seller or the Closing Payment, Purchaser shall have the Buyer shall be entitled right to payment out apply to the Bankruptcy Court to increase or decrease the amount of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionEscrowed Proceeds. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 days following The Purchase Price shall be subject to increase by the Closing, amount by which Closing Working Capital and Borrowings is greater than zero and subject to decrease by the Buyer shall prepare absolute amount by which Closing Working Capital and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)Borrowings is less than zero. (b) Within fifteen As promptly as practicable after the Closing Date, but not later than 60 calendar days thereafter, Seller shall deliver to Purchaser schedules (15collectively, the “Schedules”) days after setting forth in reasonable detail Seller’s calculation of Closing Working Capital and Borrowings based on actual results (the “Post-Closing Adjustment Amount”). The Schedules shall be prepared by Seller on a basis of presentation consistent with (i) GAAP and (ii) accounting policies applied by Seller for purposes of preparing its consolidated financial statements for the year ended December 31, 2014 as filed on its Form 10-K with the Securities and Exchange Commission on March 2, 2015. In addition, the cut-off date applied in measuring the account balances included in the Schedules will be as of the Closing Date. Concurrently with the delivery of the Closing ScheduleSchedules, Deloitte & Touche LLP (the “Outside Reviewer”) shall deliver to Seller may deliver a notice and Purchaser its report on certain procedures it performed, which were agreed to Buyer either: (i) concurring with by Seller and Purchaser in the Closing Schedule (a “Notice Statement of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied Procedures delivered by the Seller’s proposed revisions Outside Reviewer to Seller and Purchaser prior to the Closing Schedule. If date hereof, with respect to evaluating the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of ConcurrenceSchedules prepared by Seller. (c) If a Notice of Concurrence is delivered or deemed deliveredThe Post-Closing Adjustment Amount shall be subject to Purchaser’s review. In reviewing the Post-Closing Adjustment Amount, Purchaser shall have the right to communicate with Seller and the Outside Reviewer, and if to review the Final work papers, schedules, memoranda and other documents Seller and the Outside Reviewer prepared or reviewed in determining the Post-Closing Payment is less than Adjustment Amount and thereafter will have access to all relevant books and records, all to the extent Purchaser reasonably requires them to complete its review of Seller’s calculation of the Post-Closing PaymentAdjustment Amount. Within 30 days after its receipt of Seller’s calculation of the Post-Closing Adjustment Amount, Purchaser shall notify Seller whether, based on such review, it has any exceptions to such calculation (an “Objection Notice”). Unless Purchaser delivers to Seller within such 30-day period an Objection Notice, the Buyer Post-Closing Adjustment Amount shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, final and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrencebinding. (d) If a Notice of Disagreement is deliveredPurchaser delivers an Objection Notice, then the (i) for 20 days after Seller receives such Objection Notice, Purchaser and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), Seller shall use their commercially reasonable efforts to agree on the Final calculation of the Post-Closing Adjustment Amount. If, during Amount and (ii) lacking such periodagreement, the Seller and the Buyer are unable matter shall be referred to reach agreement, they promptly shall engage a nationally an independent nationally-recognized certified public accounting firm reasonably acceptable to each such party as may be mutually agreed upon by Purchaser and Seller (the “Independent AuditorArbitrating Accountants”) to resolve the disagreement, and any such resolution ). The Arbitrating Accountants shall be final, conclusive directed to render a written report to Seller and binding upon Purchaser on the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment unresolved disputed items as determined by the Independent Auditor is less soon as practicable (and in no event later than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days after submission of the dispute to the Arbitrating Accountants) and to resolve only those unresolved disputed items set forth in the Objection Notice. If unresolved disputed items are submitted to the Arbitrating Accountants, Seller and Purchaser shall each furnish to the Arbitrating Accountants such resolutionwork papers, schedules and other documents and information relating to the unresolved disputed items as the Arbitrating Accountants may reasonably request. The determination of the Arbitrating Accountants shall be final and binding on Purchaser and Seller and not subject to collateral attack for any reason other than manifest error or fraud. Seller and Purchaser each agree to use its respective commercially reasonable efforts to cooperate with the Arbitrating Accountants and to cause the Arbitrating Accountants to resolve any dispute no later than thirty (30) days after submission of the dispute to the Arbitrating Accountants in accordance with this Agreement. The fees and expenses of the Arbitrating Accountants shall be borne equally between Seller and Purchaser. (e) Each of If the Seller and Post-Closing Adjustment Amount as finally determined hereunder is greater than the Buyer Estimated Adjustment Amount, Purchaser shall pay fifty percent (50%) to Seller the amount of such difference, and if the fees and expenses Post-Closing Adjustment Amount is less than the Estimated Adjustment Amount, Seller shall pay to Purchaser the amount of the Independent Auditorsuch difference, in each case within five Business Days after such final determination.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 3.2 as follows: (a) Within 90 days following The Purchase Price shall be increased or decreased, as applicable, by the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement amount of Interim Period Adjusted Net Income (Loss) (as defined below) (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”"PURCHASE PRICE ADJUSTMENT"). (b) Within fifteen (15) days after delivery of As promptly as practicable, but in any event no later than 30 days, following the Closing ScheduleDate, the Seller may shall deliver a notice to Buyer either: (i) concurring with a statement of operations for Business for the period commencing on January 1, 2004 and ending on the Closing Schedule Date (a “Notice of Concurrence”the "INTERIM PERIOD"); or , prepared in accordance with generally accepted accounting principles (other than for accompanying notes), consistently applied (the "INTERIM PERIOD INCOME STATEMENT") and (ii) disagreeing therewith Seller's statement of the amount of the Purchase Price Adjustment (a “Notice of Disagreement”"PURCHASE PRICE ADJUSTMENT STATEMENT"). If the Seller delivers a Notice of Disagreement, then it which shall be accompanied by the Seller’s proposed revisions equal to the Closing Schedule. If net income (loss) for the Seller fails to deliver Interim Period, as shown on the Interim Period Income Statement, adding back depreciation and amortization expense for the Interim Period, as shown on the Interim Period Income Statement and adding back any notice within such 15reductions in long-day period, the Seller shall be deemed to have delivered a Notice of Concurrenceterm debt ("INTERIM PERIOD ADJUSTED NET INCOME (LOSS)"). (c) If a Notice of Concurrence is delivered To enable Buyer to evaluate the Interim Period Income Statement and the Purchase Price Adjustment Statement, Seller agrees, upon Buyer's request, to provide Buyer or deemed delivered, Buyer's representatives reasonable access to Seller's accounting books and if records and to employees or other agents or representatives involved in Seller's accounting function or in the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out preparation or review of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of ConcurrenceInterim Period Income Statement. (d) If a Notice Buyer shall deliver to Seller, no later than 60 days after its receipt of Disagreement is deliveredthe Purchase Price Adjustment Statement, then notice of acceptance of the Seller and the Buyer shall, during the 15-day period following such delivery Purchase Price Adjustment set forth in Seller's Purchase Price Adjustment Statement (the “Negotiation Period”"ACCEPTANCE NOTICE") or notice of dispute of the Purchase Price Adjustment set forth in Seller's Purchase Price Adjustment Statement (a "DISPUTE NOTICE"). A Dispute Notice will set forth in reasonable detail a written explanation of the basis for Buyer's dispute with Seller's determination of the amount of the Purchase Price Adjustment. If Buyer delivers an Acceptance Notice, or if Buyer fails to give a Dispute Notice within the prescribed time period (in which case Buyer will be deemed to have accepted Seller's determination of Purchase Price Adjustment), use commercially reasonable efforts to agree on the Final amount of the Purchase Price Adjustment Amount. If, during such period, set forth in the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution Purchase Price Adjustment Statement shall be final, conclusive final and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionparties. (e) Each If Buyer delivers a Dispute Notice to Seller within the time set forth in Section 3.2(d), Buyer and Seller shall meet, as soon as practicable (but in any event no later than 10 days) after delivery of a Dispute Notice, to attempt to reconcile the parties' differences with regard to the amount of the Purchase Price Adjustment. If the parties are able to reconcile such differences within 30 days after the date of delivery of the Dispute Notice, the amount of the Purchase Price Adjustment agreed to in writing shall be final and binding upon the parties. (f) If Seller and Buyer fail to reach agreement under Section 3.2(e) within 30 days after the Buyer shall pay fifty percent (50%) date of delivery of the Dispute Notice, either Seller or Buyer may refer the final determination of Purchase Price Adjustment to the Independent Accountant, who will determine the amount of the Purchase Price Adjustment as promptly as practicable, but in any event within 45 days after being engaged. The fees and expenses costs of the Independent AuditorAccountant will be shared equally by Buyer and Seller. The determination of Purchase Price Adjustment by the Independent Accountant will be final and binding upon the parties. (g) If the final Purchase Price Adjustment results in an increase to the Purchase Price, Buyer shall deposit the Purchase Price Adjustment Holdback with the Escrow Agent, to be held pursuant to the terms of the Escrow Agreement, and remit to Seller the additional amount by which the final Purchase Price Adjustment exceeds the amount of the Purchase Price Adjustment Holdback. If the final Purchase Price Adjustment results in a decrease to the Purchase Price, but is less than the Purchase Price Adjustment Holdback, Buyer shall deposit the portion of the Purchase Price Adjustment Holdback which exceeds the final Purchase Price Adjustment with the Escrow Agent, to be held pursuant to the terms of the Escrow Agreement. If the final Purchase Price Adjustment results in a decrease to the Purchase Price, but is more than the Purchase Price Adjustment Holdback, Seller shall remit to Buyer an amount equal to the difference between the amount of the final Purchase Price Adjustment and the amount of the Purchase Price Adjustment Holdback. The Purchase Price, as adjusted by the Purchase Price Adjustment, is referred to as the "ADJUSTED PURCHASE PRICE." (h) Any amounts payable by Buyer to Seller hereunder may be paid by delivery of cash, Pyramid Stock (valued as provided in Section 3.1), or a combination thereof, in Buyer's sole discretion. If Seller received Pyramid Stock in payment of a portion of the Purchase Price at Closing, any amounts payable by Seller to Buyer hereunder may be paid in cash or by Seller's return to Buyer of a number of shares of Pyramid Stock (valued as provided in Section 3.1) equal to the amount owed by Seller, or a combination thereof.

Purchase Price Adjustment. (a) Within 90 days following Seller has prepared the Closingattached Exhibit E, which lists the current asset and current liability accounts of the Business that are relevant for the determination of the Working Capital and sets forth the accounting principles, methodologies and policies to be used in such determination (the “Calculation Principles”) as well as a format for the Working Capital calculation. The Purchase Price shall be adjusted after the Closing in accordance with this Section 2.04 based upon the Working Capital as of the Closing (the “Final Working Capital”). For purposes hereof, the Buyer statement of the Final Working Capital, together with the calculation of the Purchase Price pursuant to this Section 2.04, shall be referred to as the “Closing Statement.” (b) If (i) the Purchase Price Adjustment as finally determined in accordance with this Section 2.04 (i) is a positive number, Purchaser shall pay to Seller an amount equal to the Purchase Price Adjustment, or (ii) is a negative number, Seller shall pay to Purchaser the Purchase Price Adjustment, in either case by wire transfer, within three Business Days after the final determination of the Purchase Price Adjustment, of immediately available funds to an account designated by the party receiving payment, plus interest on such amount accrued from the Closing Date to the date of such payment at the prime rate applicable from time to time as announced by Citibank, N.A. For the avoidance of doubt, if the Purchase Price Adjustment as finally determined in accordance with this Section 2.04 is equal to $0.00, no payment shall be made by or to either party pursuant to this Section 2.04 and the final Purchase Price shall be the same as the Estimated Purchase Price. (c) As soon as practicable after the Closing Date, but in no event later than 75 days after the Closing Date, Purchaser shall prepare and deliver, (or cause to be prepared prepared) and delivered, deliver to Seller the Closing Statement in accordance with this Section 2.04. If Seller a statement (disagrees with the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts Closing Statement, Seller shall notify Purchaser of such disagreement within 30 days after delivery of the Closing Statement (A) the Adjustment Amountsuch notice, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment AmountDisagreement Notice”). The Disagreement Notice shall set forth, in reasonable detail, any disagreement with, and any requested adjustment to, the Closing Statement. Matters as to which Seller may submit disagreements (Band the Disagreement Notice) shall be limited to whether the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time Closing Statement delivered by Purchaser was prepared on the basis of, and using, the Calculation Principles, and Seller shall not be entitled to submit disagreements on any other basis (including as to whether such Calculation Principles are or were appropriate). If Seller fails to deliver the Disagreement Notice by the end of such 30-day period, Seller shall be deemed to have accepted the Closing Date without taking into account Statement delivered by Purchaser. Matters included in the calculations in the Closing Statement to which Seller does not object in the Disagreement Notice shall be deemed accepted by Seller and shall not be subject to further dispute or review. During the period prior to Seller’s delivery of any Disagreement Notice, Seller shall have reasonable access to all documents, schedules and workpapers used by Purchaser in the preparation of the transactions Closing Statement. Purchaser and Seller shall negotiate in good faith to resolve any such disagreement with respect to the Closing Statement, and any resolution agreed to in writing by Purchaser and Seller shall be completed final and binding upon the parties. (d) If Purchaser and Seller are unable to resolve any disagreement as contemplated by paragraph (c) of this Section 2.04 within 30 days after delivery of a Disagreement Notice by Seller, Purchaser and Seller shall jointly select a partner at a mutually agreeable accounting firm to resolve such disagreement. If Purchaser and Seller are unable to reach agreement on the identity of such a partner within 20 days after the expiration of such 30-day period, either party may request that a partner at a nationally recognized accounting firm, other than a partner at either party’s current accounting firm, be appointed by the American Arbitration Association. The individual so selected shall be referred to herein as the “Accounting Arbitrator.” The parties shall instruct the Accounting Arbitrator to consider only those items and amounts set forth in the Closing Date Statement as to which Purchaser and Seller have not resolved their disagreement. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Arbitrator to deliver to the parties, as promptly as practicable (and in no event later than 30 days after his or her appointment), a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it Such report shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive final and binding upon the parties hereto, absent fraud or manifest errorparties. To In the extent event the Final Closing Payment Accounting Arbitrator concludes that Seller was correct as determined to a majority (by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out dollar amount) of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Paymentdisputed items, the Buyer then Purchaser shall pay the Accounting Arbitrator’s fees, costs and expenses. In the event the Accounting Arbitrator concludes that Purchaser was correct as to a majority (by dollar amount) of the disputed items, then Seller shall pay the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionAccounting Arbitrator’s fees, costs and expenses. (e) Each of Purchaser and Seller agree that any payments made pursuant to this Section 2.04 shall be allocated in a manner consistent with the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditorallocation referred to in Section 2.03(d).

Purchase Price Adjustment. (a) At least three (3) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer its good faith estimate of (i) the Net Working Capital as of the Closing Date (the "Estimated Net Working Capital Amount"), (ii) the Inventories as of the Closing Date (the "Estimated Inventory Amount"), (iii) the Indebtedness of the Business to be assumed by Buyer (the "Assumed Indebtedness") as of the Closing Date (the "Estimated Assumed Indebtedness") and (iv) the Excess Amount and the Schedule of Consigned Inventory and the components of each such item prepared in accordance with GAAP, on a basis consistent with the Financial Statements and the Accounting Methodologies and, in the case of the Estimated Net Working Capital Amount and Estimated Inventory Amount, subject to Section 2.5(e). Seller's calculation of the Estimated Net Working Capital Amount and Estimated Assumed Indebtedness shall be used in determining the Estimated Cash Purchase Price for purposes of Section 2.4. (b) The Base Cash Purchase Price shall be (i) (x) increased, if the Estimated Net Working Capital Amount exceeds the Benchmark, by an amount equal to such excess, or (y) decreased, if the Benchmark exceeds the Estimated Net Working Capital Amount, by an amount equal to such excess and (ii) decreased by any amount of the Estimated Assumed Indebtedness (to the extent not included in the calculation of the Estimated Net Working Capital Amount). (c) Within 90 sixty (60) days following after the ClosingClosing Date, the Buyer shall prepare and deliver, or cause deliver to be prepared and delivered, to the Seller a statement (the “Closing Schedule”"Adjustment Statement") setting forth: which sets forth in reasonable detail the calculation of (i) the Buyer’s determination Net Working Capital as of the actual amounts of Closing Date (Athe "Preliminary Net Working Capital Amount"), (ii) the Adjustment Amount, including Inventories of the Final Adjustment Amount Overage or Business as of the Final Adjustment Amount Underage Closing Date (the “Final Adjustment "Preliminary Inventory Amount”"), (iii) the Assumed Indebtedness as of the Closing Date (the "Preliminary Assumed Indebtedness"), and (Biv) the Seller Indebtedness AmountExcess Amount and a Schedule of Consigned Inventory as of the Closing Date (the "Preliminary Consignment Items"), in each case, from the books and records of the Business. The Adjustment Statement shall be prepared in accordance with GAAP, on a basis consistent with the Financial Statements, and the Accounting Methodologies and, in the case of the Preliminary Net Working Capital Amount and the Preliminary Inventory Amount, subject to Section 2.5(e). Seller agrees to cooperate with Buyer in connection with the preparation of the Adjustment Statement and related information, and shall provide to Buyer such books, records and information as may be reasonably requested by Buyer from time to time in connection with its preparation of the Adjustment Statement. (d) The amount of Inventory as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any set forth in the Adjustment Statement shall be based on the Inventory set forth in the Closing Inventory Report to the extent such items of Inventory are covered by the Physical Inventory Count, together with changes in Inventory from the date of the transactions Physical Inventory Count referred to be completed on in Section 2.6 below in relation to the Closing Date and net of any required inventory reserves (with such reserves being calculated on the same bases as the Adjustment Statement). (e) The amount of Inventories used in the calculation of the Current Assets, Estimated Net Working Capital, Preliminary Net Working Capital, Final Net Working Capital, Estimated Inventory Amount, Preliminary Inventory Amount and the Final Inventory Amount shall not exceed the Inventory Benchmark applicable for the time period in which the Closing Date occurs. (f) If Seller disagrees with the determination of the Preliminary Net Working Capital Amount, Preliminary Inventory Amount, the Preliminary Assumed Indebtedness or the Preliminary Consignment Items, Seller shall notify Buyer in writing of such disagreement within the thirty (30) Business Day period immediately following the delivery of the Adjustment Statement, which notice shall describe the specific nature of any such disagreement and provide reasonable supporting documentation for such disagreement. During the thirty (30) Business Day period of its review, Seller shall have reasonable access to any documents, schedules or work papers used in the preparation of the Adjustment Statement. Seller agrees that any failure by it to notify Buyer in writing of any such disagreement prior to end of the thirty (30) Business Day period immediately following the delivery of the Adjustment Statement shall be deemed to be an acceptance by Seller of the Adjustment Statement and shall constitute a complete waiver of any right of Seller to dispute such Adjustment Statement and Buyer's calculation of the Preliminary Net Working Capital Amount, Preliminary Inventory Amount, the Preliminary Assumed Indebtedness and the Preliminary Consignment Items for purposes of this Agreement. (g) Buyer and Seller agree to negotiate to resolve any such disagreement regarding the determination of the Preliminary Net Working Capital Amount, Preliminary Inventory Amount, the Preliminary Assumed Indebtedness or the Preliminary Consignment Items, and any resolution of such disagreement agreed to in writing by Buyer and Seller shall be final and binding upon the parties and their successors and assigns. If Buyer and Seller are unable to resolve such disagreement identified by Seller pursuant to Section 2.5(f) within the thirty (30) Business Day period after delivery to Buyer of written notice of such disagreement by Seller, then the disputed matters shall be referred for final determination to the Settlement Accountant. (h) Each of Buyer and Seller shall provide a written submission of their positions on each item in dispute within fifteen (15) days of the appointment of the Settlement Accountant, with a copy to the other party. The Settlement Accountant shall consider only those items and amounts as to which Buyer and Seller have disagreed within the time periods and on the terms specified above and shall resolve the matter in accordance with the terms and provisions of this Agreement, including Section 2.5(e). The Settlement Accountant shall consider only the written submissions provided by Buyer and Seller pursuant to this paragraph (f) and shall not conduct any independent investigation or review. The Settlement Accountant is expressly limited to the selection of either Seller's or Buyer's position on a disputed item or a position in between the positions of Seller or Buyer based upon written submissions of Buyer and Seller and it shall thus select as a resolution for each disputed matter the position of either Buyer or Seller or a position in between the positions of Seller or Buyer, and the Settlement Accountant may not impose an alternative resolution outside those bounds. The Settlement Accountant shall deliver to Buyer and Seller, as promptly as practicable and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of each disputed matter and its determination of the Preliminary Net Working Capital Amount, Preliminary Inventory Amount, the Preliminary Assumed Indebtedness and/or the Preliminary Consignment Items determined in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution Such report shall be final, conclusive non-appealable and binding upon the parties hereto, absent fraud or manifest errorto the fullest extent permitted by Applicable Law and may be enforced in any court having competent jurisdiction. To The forty-five (45) day period for delivering the extent the Final Closing Payment as determined written report may be extended by the Independent Auditor is less than mutual written consent of the Closing Paymentparties or for good cause shown by the Settlement Accountant at its sole discretion. The fees, expenses and costs of the Buyer Settlement Accountant shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined borne one-half by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionand one-half by Seller. (ei) Each (i) (a) If no dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Net Working Capital Amount, as originally submitted by Buyer, or (b) if a dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Net Working Capital Amount, as determined pursuant to the resolution of such dispute in accordance with Section 2.5(g) or (h), shall be the "Final Net Working Capital Amount", (ii) (a) if no dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Inventory Amount, as originally submitted by Buyer, or (b) if a dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Inventory Amount, as determined pursuant to the resolution of such dispute in accordance with Section 2.5(g) or (h), shall be the "Final Inventory Amount", (iii) (a) if no dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Assumed Indebtedness, as originally submitted by Buyer, or (b) if a dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Assumed Indebtedness, as determined pursuant to the resolution of such dispute in accordance with Section 2.5(g) or (h), shall be the "Final Assumed Indebtedness", and (iv) (a) if no dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Buyer Preliminary Consignment Items, as originally submitted by Buyer, or (b) if a dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Consignment Items, as determined pursuant to resolution of such dispute in accordance with Section 2.5(g) or (h), shall pay fifty percent (50%) of be the fees and expenses of the Independent Auditor"Final Consignment Items".

Purchase Price Adjustment. (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, At least two (2) Business Days prior to the Closing Date, Seller shall deliver to Purchaser (i) a statement good faith estimate of the Inventories as of the Closing that have forward dating of a minimum of fifteen (15) months (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment AmountEstimated Inventories”), and (B) valued according to the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time calculation methodology set out on Schedule 2.6. The Estimated Inventories shall be paid at the Closing Date without taking into account any Closing. [***] Confidential portions of the transactions to be completed on the Closing Date in accordance exhibit have been omitted and filed separately with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing Securities and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)Exchange Commission. (b) Within fifteen forty-five (1545) days after delivery the Closing Date, Purchaser shall deliver to Seller an unaudited statement of the Inventories delivered, and the resulting value calculated in accordance with Schedule 2.6 (the “Closing Schedule, Date Inventories” and the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of ConcurrenceInventories Statement”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice During the thirty (30) day period following Seller’s receipt of Concurrence is delivered or deemed deliveredthe Inventories Statement, and if the Final Closing Payment is less than the Closing Payment, the Buyer Seller shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay given access to the employees, working papers and other Books and Records of Purchaser for purposes of evaluating the Inventories Statement. Seller the full amount may notify Purchaser in writing of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) any disputed item within thirty (30) days after receipt of the delivery of the Notice of ConcurrenceInventories Statement. (d) If a Notice notice of Disagreement disputed items is timely delivered, then the Seller and the Buyer Purchaser shall, during the 15-thirty (30) day period immediately following the date of such delivery (negotiate to resolve the “Negotiation Period”), use commercially reasonable efforts to agree on disputed items. If the Final Adjustment Amount. If, during such period, the Seller and the Buyer Parties are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (agreement during the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days day period with respect to any item, such dispute shall be resolved according to the dispute resolution provisions of such resolutionthis Agreement. (e) Each If the Final Inventories are greater than the Estimated Inventories, Purchaser shall, within five (5) Business Days after the determination of the Final Inventories, pay to Seller, by wire transfer of immediately available funds in accordance with written instructions given by Seller and to Purchaser, the Buyer shall pay fifty percent amount of such excess. If the Final Inventories are less than the Estimated Inventories, Seller shall, within five (50%5) Business Days after the determination of the fees and expenses Final Inventories, pay to Purchaser, by wire transfer of immediately available funds in accordance with written instructions given by Purchaser to Seller, the Independent Auditoramount of such shortfall. (f) All payments made pursuant to this Section 2.6 shall be treated for Tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable Law.

Purchase Price Adjustment. (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) As promptly as possible, but in any event within sixty (60) days after the Buyer’s determination Closing Date, Buyer will deliver to Seller its good faith calculations of the actual amount by which the Cash-Like Items of the Business as of the Calculation Time is greater or less than the Debt-Like Items of the Business as of the Calculation Time ("Buyer Closing BS Differential"), along with reasonable documentation and schedules to support the calculations contained therein. The Buyer Closing BS Differential shall be prepared in a manner consistent with the definitions of "Cash-Like Items" and "Debt-Like Items" and solely in the manner set forth in Schedule 1.02(v). Buyer's calculations of these amounts shall not include or take into account any changes to the specific assets and liabilities included as line items in Schedule 1.02(v) (whether or not arising from or resulting as a consequence of the transactions contemplated by this Agreement) or changes due to events or circumstances occurring or arising following the Closing (but not the facts or circumstances underlying such events to the extent they existed prior to the Closing). In preparing its calculation of Buyer Closing BS Differential, Buyer shall not, and is not permitted to, (A) introduce different judgments, adjustments, accounting methods, policies, conventions, principles, practices, procedures, classifications or estimation methodologies (other than those used in preparing the Adjustment Amount, including the Final Adjustment Amount Overage Estimated BS Differential) or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amountintroduce or otherwise include any categories, in each case as classes or types of 12:01 a.m. Eastern Time on the Closing Date without taking into account liabilities or other accounts or line items, or adjustments to any of the transactions foregoing, not reflected on Schedule 1.02(v). If Buyer fails to be completed on timely deliver its Buyer Closing BS Differential pursuant to Section 1.02(d)(i), then Seller's estimate of each item set forth in the Estimated Closing Date in accordance with Consideration shall become final, binding and non-appealable by the terms of this Agreement;Parties. (ii) a calculation of If Seller has any adjustments objections to the Buyer Closing Payment based on such calculations BS Differential, Seller will deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), which statement will identify in reasonable detail those items and amounts to which Seller objects (the adjusted Closing Payment as a result of such calculation being the “Final Closing PaymentDisputed Matters”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were . If an Objections Statement is not collected by delivered to Buyer within the thirty (30) days immediately following after timely delivery of the Buyer Closing BS Differential, the Buyer Closing BS Differential will be final, binding and non-appealable by the accounts receivable existing at the Closing but not taken into account Parties. Seller and Xxxxx shall negotiate in calculating the Adjustment Amount good faith for a period of thirty (the “Excluded AR”). (b) Within fifteen (1530) days after delivery of the Closing Schedule, Objections Statement to resolve the Seller may deliver a notice to Buyer either: Disputed Matters. (iiii) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers and Buyer do not reach a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice final resolution within such 1530-day period, the either Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery may submit any unresolved Disputed Matters (the “Negotiation Period”"Remaining Disputed Matters"), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 days following At least three (3) Business Days prior to the ClosingClosing Date, the Buyer Seller shall prepare and deliver, or cause to be prepared and delivereddelivered to Buyer a statement (the “Estimated Closing Statement”) setting forth, with reasonable supporting detail: (i) a balance sheet of the Company Group, on a consolidated basis, estimated in good faith as of the Closing Time (the “Estimated Closing Date Balance Sheet”); (ii) based thereon a good faith estimate of (A) the Closing Date Cash, (B) the Closing Date Indebtedness, (C) the Closing Date Working Capital; and (iii) based thereon, a good faith estimate of the Working Capital Adjustment (the Purchase Price plus such estimate of the Closing Date Cash, minus such estimate of the Closing Date Indebtedness, and plus or minus, as the case may be, such estimate of the Working Capital Adjustment, if any, the “Estimated Purchase Price”). The Closing Date Balance Sheet shall be prepared in a format identical, in all material respects, to the Balance Sheet and in a manner using the accounting procedures, methodologies, tests and approaches as those described in Section 2.5 of the Disclosure Schedule. Buyer shall be entitled to review and comment upon (prior to its delivery) the Estimated Closing Date Balance Sheet if the amount of the estimated Closing Date Working Capital is in excess of $9,250,000. (b) Within sixty (60) days after the Closing Date, Buyer shall deliver to Seller a statement (the “Closing ScheduleStatement”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer eitherreasonable supporting detail: (i) concurring with a balance sheet of the Company Group, on a consolidated basis, as of the Closing Schedule Time (a the “Notice of ConcurrenceClosing Date Balance Sheet”); or (ii) disagreeing therewith based thereon, its determination of the Closing Date Cash, the Closing Date Indebtedness, and the Closing Date Working Capital; and (a “Notice iii) based thereon, its calculation of Disagreement”)the Working Capital Adjustment. If the Seller delivers a Notice of Disagreement, then it The Closing Date Balance Sheet shall be accompanied by the Seller’s proposed revisions prepared in a format identical, in all material respects, to the Closing Balance Sheet and in a manner using the accounting procedures, methodologies, tests and approaches as those described in Section 2.5 of the Disclosure Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than Seller has any objections to the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered Date Balance Sheet or deemed delivered, and the Final Closing Payment is greater than the Closing PaymentStatement as prepared by Buyer, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) must, within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is deliveredafter its receipt thereof, then the Seller and the Buyer shall, during the 15-day period following such delivery give written notice (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent AuditorNotice”) to resolve Buyer specifying in reasonable detail such objections and indicating each disputed item or amount and the disagreementbasis for Seller’s disagreement therewith. During the period beginning upon Seller’s receipt of the Closing Statement and ending on the date on which the Closing Date Balance Sheet and the Closing Statement are determined to be final pursuant to this Section 2.5, Seller and its accountants and representatives shall be permitted to discuss with Buyer and its employees, accountants and representatives the proposed Closing Date Balance Sheet and the Closing Statement, and shall have access upon reasonable notice at all reasonable times during normal business hours to the work papers and supporting records of Buyer so as to allow Seller and its accountants and representatives to become informed concerning all matters relating to the preparation of the Closing Date Balance Sheet and the Closing Statement and the accounting procedures, methodologies, tests and approaches being used in connection therewith; provided, that such access shall be in a manner that does not unreasonably interfere with the normal business operations of Buyer or any member of the Company Group. If Seller does not deliver the Notice within such resolution thirty (30) day period, Buyer’s determination of the Closing Date Cash, the Closing Date Indebtedness, the Closing Date Working Capital, the Working Capital Adjustment, the Closing Date Balance Sheet and the Closing Statement shall be final, binding and conclusive on Seller and binding upon Buyer. With respect to any disputed amounts, Buyer and Seller shall negotiate in good faith during the parties heretothirty (30) day period (the “Resolution Period”) after the date of Buyer’s receipt of the Notice to resolve any such disputes. If Buyer and Seller are unable to resolve all such disputes within the Resolution Period, absent fraud or manifest error. To then within ten (10) Business Days after the extent expiration of the Final Closing Payment as determined by the Independent Auditor is less than the Closing PaymentResolution Period, the Buyer all disputes shall be entitled submitted for arbitration to payment out Deloitte or any other nationally or regionally recognized accounting firm acceptable to Seller and Buyer (the “Accountant”), who shall be engaged to provide a final and conclusive resolution of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) all unresolved disputes within thirty (30) days Business Days after such engagement. In selecting the Accountant for purposes of this Agreement, Seller and Buyer hereby waive any conflict or potential conflict arising from any services performed by such resolution. (e) firm for Seller, Buyer, the Companies or a Company Group Subsidiary or any of their respective Affiliates. The Accountant shall act as an arbitrator to determine, based solely on the presentations by Buyer and Seller and not by independent review, only those issues that remain in dispute. The determination of the Accountant shall be final, binding and conclusive on Seller and Buyer. Each of Buyer and Seller agrees to execute, if requested by the Accountant, an engagement letter containing reasonable and customary terms. Buyer and Seller and the Buyer shall each pay fifty percent (50%) of the fees their own costs and expenses of the Independent Auditorincurred under this Section 2.

Purchase Price Adjustment. (a) Within 90 days following Not less than four (4) Business Days prior to the ClosingClosing Date, the Buyer Seller shall prepare and deliverdeliver to Purchaser a statement (the “Estimated Statement”) setting forth Seller’s good faith estimated calculation of the Closing Date Purchase Price, or cause including (i) the Closing Date Upward Working Capital Adjustment, (ii) the Closing Date Downward Working Capital Adjustment, (iii) the Closing Date Indebtedness Estimate and (iv) the Closing Date Selling Expenses Estimate (collectively, the “Closing Date Purchase Price Elements”), together with reasonable supporting detail and documentation. Each of the Closing Date Purchase Price Elements shall be determined in a manner consistent with and in accordance with the Statement Principles. Seller shall revise the Estimated Statement to reflect any changes reasonably proposed by Purchaser which shall be prepared provided to Seller no later than two (2) Business Days following the delivery of the Estimated Statement. (b) Within ninety (90) days after the Closing Date, Purchaser shall prepare and delivered, deliver to the Seller a statement (the “Closing ScheduleStatement”) setting forth: forth its calculation of the Final Purchase Price, including its determination of (i) the Buyer’s determination Final Upward Working Capital Adjustment, (ii) the Final Downward Working Capital Adjustment, (iii) the Final Indebtedness and (iv) the Final Selling Expenses (collectively, the “Final Purchase Price Elements”). Each of the actual amounts Final Purchase Price Elements shall be determined (x) in a manner consistent and in accordance with the Statement Principles and without duplication of any item and (y) without giving effect to any adjustments resulting from the consummation of the transactions contemplated herein (other than Selling Expenses incurred as a result of the Closing and the Asset Transfer, which for the avoidance of doubt, shall be reflected in the Final Purchase Price Elements) or any actions taken by or on behalf of Purchaser with respect to the Company at or following the Closing. (c) The Statement shall become final and binding upon Seller and Purchaser and used for the purposes of calculating the adjustment pursuant to Section 2.02(d) and Section 2.02(e) on the thirtieth (30th) day following delivery thereof, unless Seller gives written notice to Purchaser of its disagreement with the Statement and any Final Purchase Price Element set forth in the Statement (a “Notice of Disagreement”) prior to such date. Any Notice of 3 Disagreement shall be signed by an authorized officer of Seller and shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) include only disagreements based on mathematical errors or based on any Final Purchase Price Element not being calculated in accordance with the definition thereof or the Statement Principles, as applicable, and this Section 2.02 and (iii) specify the amount that Seller reasonably believes is the correct amount of such Final Purchase Price Element based on the disagreements set forth in the Notice of Disagreement, including a reasonably detailed description of the adjustments applied to the Statement in calculating such amount. If the Notice of Disagreement is delivered by Seller prior to the expiration of such thirty (30)-day period, then the Statement (as revised in accordance with this Section 2.02) shall become final and binding upon Seller and Purchaser on the earlier of (A) the Adjustment Amount, including date Seller and Purchaser resolve in writing all differences they have with respect to the Final Adjustment Amount Overage or matters specified in the Final Adjustment Amount Underage (the “Final Adjustment Amount”), Notice of Disagreement and (B) the date all disputed matters are finally resolved in writing by the Accounting Firm. During the thirty (30)-day period following the delivery of a Notice of Disagreement, Seller Indebtedness Amountand Purchaser shall seek in good faith to resolve in writing any differences that they have with respect to the matters specified in the Notice of Disagreement and agree on a final and binding determination of such disputed Purchase Price Element(s). During such period, Purchaser and its independent auditors shall be permitted to review the working papers of Seller and its independent auditors prepared in each case as connection with the Notice of 12:01 a.m. Eastern Time Disagreement. At the end of such thirty (30)-day period, if no agreement on any such disputed Purchase Price Element(s) has been reached, then Seller and Purchaser shall submit in writing their positions with respect to any and all matters that remain in dispute and that were properly included in the Closing Date without taking into account Notice of Disagreement to an internationally recognized independent accounting firm (the “Accounting Firm”) for resolution of any of the transactions to be completed on the Closing Date and all such matters in accordance with the terms of this Agreement; . The Accounting Firm shall be Ernst & Young or, if such firm is unable or unwilling to act, such other Big Four accounting firm as shall be agreed upon by Seller and Purchaser in writing or, if the parties are unable to so agree in writing within ten (ii10) days after the end of such thirty (30)-day period, then Seller and Purchaser shall each select an internationally recognized independent accounting firm and such firms shall jointly select a calculation third internationally recognized independent public accounting firm to resolve the disputed matters. Seller and Purchaser shall jointly instruct the Accounting Firm that it (1) shall act as an expert and not as an arbitrator, (2) shall review only the matters that were properly included in the Notice of Disagreement and which remain in dispute, (3) shall make its determination in accordance with the requirements of this Section 2.02 and based solely on the written submissions of Seller and Purchaser and their respective independent auditors and not by independent review, (4) shall not assign a value for any item that remains in dispute that is greater than the greatest value, or smaller than the smallest value, set forth by either Seller or Purchaser in their written submissions to the Accounting Firm and (5) shall render its written decision as promptly as practicable, but in no event later than thirty (30) days after submission to the Accounting Firm of all matters in dispute. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Firm pursuant to this Section 2.02 shall be borne by Seller and Purchaser in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees, costs and expenses of Purchaser incurred in connection with its preparation of the Statement, its review of any Notice of Disagreement and its preparation of any written submissions to the Accounting Firm shall be borne by Purchaser, and the fees, costs and expenses of Seller incurred in connection with its review of the Statement, its preparation of any Notice of Disagreement and its preparation of any written submissions to the Accounting Firm shall be borne by Seller. All determinations made by the Accounting Firm will be final, conclusive and binding on the parties to this Agreement. Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 2.02(c) shall be the exclusive mechanism for resolving disputes regarding any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of ConcurrenceDate Purchase Price. (d) If a Notice of Disagreement the Closing Date Purchase Price is deliveredless than the Final Purchase Price, then the Seller and the Buyer Purchaser shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on and if the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor Purchase Price is less than the Closing PaymentDate Purchase Price, Seller shall, within five (5) Business Days after the Buyer shall be entitled Statement becomes final and binding on Seller and Purchaser pursuant to Section 2.02(c), make payment out by wire transfer in immediately available funds of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined difference to an account designated by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount recipient of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionpayment. (e) Each line item of the Closing Working Capital shall be calculated (i) in the same manner, using the same Accounting Policies as the corresponding line item of the Target Working Capital set forth in the sample calculation set forth on Section 2.02(e) of the Seller Disclosure Schedule was calculated, and (ii) without giving effect to the Acquisition or any other transaction contemplated by this Agreement (but, for the avoidance of doubt, giving effect to the Asset Transfer and taking into account Selling Expenses incurred as a result of the Closing). The foregoing principles are referred to in this Agreement as the “Statement Principles”. The Purchase Price adjustment contemplated by this Section 2.02 can only be effected as intended by Seller and Purchaser if the calculations of the Target Working Capital and the Buyer shall pay fifty percent (50%Closing Working Capital are done in the same manner, using the same Accounting Policies, in accordance with the sample calculations set forth on Section 2.02(e) of the fees and expenses Seller Disclosure Schedule. The scope of the Independent Auditordisputes to be resolved by the Accounting Firm shall be limited to whether there were mathematical errors in the Statement and whether the calculation of the Final Purchase Price Elements was done in accordance with the respective definitions thereof or the Statement Principles, as applicable, and this Section 2.02, and the Accounting Firm is not authorized or permitted to make any other determination, including any determination as to whether the Accounting Policies were followed in calculating the Target Working Capital set forth in the sample calculation set forth on Section 2.02(e) of the Seller Disclosure Schedule, the Final Purchase Price Elements or the Statement or as to whether the Target Working Capital set forth in the sample calculation set forth on Section 2.02(e) of the Seller Disclosure Schedule is correct. (f) Until the date on which the Statement shall become final and binding on the parties pursuant to Section 2.02(c), each of Seller and Purchaser agrees that, following the Closing, it shall afford and cause to be afforded to the other party and any accountants, counsel or financial advisors retained by such other party in connection with any adjustment to the Purchase Price contemplated by this Section 2.02, access upon reasonable notice during normal business hours to their respective properties, books, contracts, personnel and Records to the extent relating to the Company, and its respective accountants’ work papers relevant to the preparation of the Statement, any Notice of Disagreement and the adjustment contemplated by this Section 2.02 and shall provide such other party, upon such other party’s reasonable request and at such other party’s expense, with copies of any such books, contracts, Records and work papers.

Purchase Price Adjustment. (a) Within 90 days following Pre‑Closing Statement. No later than twelve Business Days prior to the ClosingClosing Date, the Buyer shall Company will prepare and deliver, or cause to be prepared and delivered, deliver to the Seller Buyer a written statement (the “Closing SchedulePre‑Closing Statement”) ), together with any relevant supporting materials, which will include a supporting trial balance (which, for the avoidance of doubt, will not be prepared pursuant to the Accounting Methods)), setting forth: (i) forth the BuyerCompany’s determination calculation of the actual amounts a good faith estimate of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage Closing Working Capital as derived therefrom (the “Final Adjustment Estimated Working Capital”), (B) the combined amount of Cash of the Divested Companies and any other Cash which otherwise constitutes a Sold Asset anticipated to exist immediately prior to the Closing Date (the “Estimated Cash”), (C) the combined amount of Debt Obligations of the Divested Companies and any other Debt Obligations which otherwise constitute Assumed Liabilities anticipated to exist immediately prior to the Closing (the “Estimated Indebtedness”), (D) the combined amount of unpaid Transaction Expenses (the “Estimated Transaction Expenses”); (E) the Unspent Capital Expenditure Amount (the “Estimated Unspent Capital Expenditure Amount”), (F) the Cap Gemini Excess Amount, (G) the Esfel Amount, (H) the Separation Delay Amount, (I) the Earn-Out Amount and (BJ) the Seller Closing Purchase Price calculated as the Initial Value: (i) adjusted to give effect to the Estimated Working Capital in accordance with this Section 2.6(a) plus (ii) the Estimated 30 Cash, less (iii) the Estimated Indebtedness less (iv) the Estimated Transaction Expenses, less (v) the Estimated Unspent Capital Expenditure Amount, less (vi) the Cap Gemini Excess Amount, less (vii) the Esfel Amount, less (viii) the Separation Delay Amount; provided, that following the delivery of such Pre-Closing Statement, the Company shall provide any additional supporting materials and information reasonably requested by the Buyer and, at the Buyer’s request, meet with the Buyer and its advisors to discuss the Pre-Closing Statement and shall consider in each case as good faith the Buyer’s reasonable comments thereto for the purposes of 12:01 a.m. Eastern Time determining the Closing Purchase Price to be actually paid to the Company on the Closing Date without taking into account any of the transactions to Date. The Pre-Closing Statement will be completed on the Closing Date prepared in accordance with the terms of this Agreement; Accounting Methods and presented in the form attached hereto as Exhibit G. If the Estimated Working Capital (iias set forth in the Pre‑Closing Statement) a calculation of any adjustments is less than the Target Working Capital, then the Initial Value will be adjusted downward by an amount equal to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation amount of the accounts receivable contained in deficiency between the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing Target Working Capital and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”)Estimated Working Capital. If the Seller delivers a Notice of DisagreementEstimated Working Capital (as set forth in the Pre‑Closing Statement) is greater than the Target Working Capital, then it shall the Initial Value will be accompanied adjusted upward by the Seller’s proposed revisions an amount equal to the Closing Scheduleamount of the excess between the Estimated Working Capital and the Target Working Capital. If the Seller fails Estimated Working Capital is equal to deliver any notice within such 15-day periodthe Target Working Capital, then no adjustment will be made to the Initial Value with respect to the Estimated Working Capital. In addition, the Seller shall Initial Value will be adjusted upward by the amount of any Estimated Cash, adjusted downward by the amount of any Estimated Indebtedness, any Estimated Transaction Expenses, any Estimated Unspent Capital Expenditure Amount, the Cap Gemini Excess Amount, the Esfel Amount and the Separation Delay Amount. The Parties acknowledge and agree that, subject to Section 2.6, the consideration for the sale and transfer of the Shares and the Sold Assets set out in the Local Purchase Agreements will be deemed to have delivered a Notice been fully paid by the Buyer to the respective Sellers under the Local Purchase Agreements upon payment of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration Purchase Price in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (accordance with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrencethis Section 2.5. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 days following At least five (5) Business Days prior to the Closing, the Buyer Company and the Purchaser shall prepare finalize an estimated statement, which sets forth the Estimated Closing Balance Sheet, the Payables, Non-Ordinary Course Liabilities and deliver, or cause the Estimated Closing Working Capital (the “Estimated Closing Statement”). The Purchase Price to be prepared and delivered, to paid at the Seller a statement Closing (the “Closing SchedulePayment”) setting forth:shall be reduced by the amount of any Non-Ordinary Course Liabilities. The Closing Payment to be paid at Closing shall also be reduced by the amount of the Estimated Working Capital Deficit, if any, or increased by the amount of the Estimated Working Capital Surplus, if any. Such adjustments to the Purchase Price shall be referred to herein collectively as the “Estimated Closing Adjustment.” The Estimated Closing Adjustment shall be determined without regard to the limitations set forth in Section 7.1 and Section 7.4 hereof. (ib) At least two (2) Business Days prior to the Buyer’s determination Closing, the Parties shall agree upon a flow of funds memorandum, which shall set forth all payments required to be made by or on behalf of all Parties at the Closing, including for each such payment an identification of the actual amounts payor, the payee, the amount of the Base Purchase Price and Deferred Consideration and the wire transfer information therefor, and the shares representing the Purchaser Stock Consideration. (Ac) Within seventy-five (75) days following the Adjustment AmountClosing Date, including the Final Adjustment Amount Overage or Purchaser shall cause the Final Adjustment Amount Underage Company to prepare and deliver to the Seller Representative a closing statement, which shall set forth the Closing Balance Sheet, the Non-Ordinary Course Liabilities and the Closing Working Capital (the “Final Adjustment AmountClosing Statement”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on a schedule based upon the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of Statement setting forth any adjustments to the Estimated Closing Payment based on such calculations Adjustment (the adjusted Closing Payment as a result aggregate amount of such calculation being adjustments, collectively, the “Final Closing PaymentAdjustment”); and. The Sellers shall assist the Purchaser in the preparation of the Closing Statement if requested by the Purchaser. (iiid) The Seller Representative shall have a calculation period of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery receipt of the Closing Schedule, Statement to notify the Seller may deliver a notice Purchaser of the Sellers’ election to Buyer either: (i) concurring with accept or reject the Closing Schedule (Statement. In the case of a “Notice rejection, such notice must contain the reasons for such rejection in reasonable detail and must set forth the amount of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”)the requested adjustment. If the Seller delivers a Notice of Disagreement, then it shall No rejection may be accompanied made by the Seller’s proposed revisions Sellers unless the requested adjustment is equal to or greater than eight percent (8%) of the Closing ScheduleAdjustment set forth in the Closing Statement. If In the Seller fails to deliver any event no notice within is received by the Purchaser during such 15-day thirty (30)-day period, the Seller Closing Statement and any required adjustments resulting therefrom shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, accepted by the Sellers and if final and binding on the Final Closing Payment is less than Parties. In the event that the Seller Representative shall timely reject the Closing PaymentStatement, the Buyer Purchaser and the Seller Representative shall, within sixty (60) days following the date upon which the Purchaser received notice from the Seller Representative rejecting the Closing Statement, use good faith efforts to resolve such dispute among themselves by making a joint determination of the Closing Adjustment and such determination and any required adjustments resulting therefrom shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, final and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree binding on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionParties. (e) Each In the event the Seller Representative and the Purchaser shall be unable to agree upon a joint determination of the Closing Adjustment within such sixty (60)-day period, then within ten (10) days thereafter, Purchaser and Seller Representative shall appoint by mutual agreement the office of an impartial, regionally recognized firm of independent certified public accountants other than Sellers’ accountants or Purchaser’s accountants (the “Independent Accountants”) who, acting as experts and not arbitrators, shall resolve the disputed amounts only and make any adjustments as may be equitably required. All adjustments shall be made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the Parties. The Purchaser and the Buyer Seller Representative shall pay fifty percent request that the Independent Accountants render their determination prior to the expiration of sixty (50%60) of days from the date the dispute was submitted to them, and such determination and any required adjustments resulting therefrom shall be final and binding on all the Parties. The fees and expenses of the Independent AuditorAccountants shall be allocated to be paid by the Purchaser and/or the Sellers, respectively, 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, as determined by the Independent Accountants. (f) If the Closing Adjustment as finally determined in accordance with the provisions of this Section 1.5 is in the Purchaser’s favor, the amount thereof shall be paid as an adjustment to the Purchase Price by the Sellers to the Purchaser by wire transfer in immediately available funds within seven (7) days after such determination (or by the next Business Day thereafter if the seventh (7th) day is not a Business Day). If the Closing Adjustment as finally determined in accordance with the provisions of this Section 1.5 is in the Sellers’ favor, the amount thereof shall be paid as an adjustment to the Purchase Price by the Purchaser to the Sellers by wire transfer in immediately available funds within seven (7) days after such determination (or by the next Business Day thereafter if the seventh (7th) day is not a Business Day). If either Party does not so pay to the other Party by the due date any amounts due under this Section 1.5, such unpaid amounts shall be deemed Losses under ARTICLE VII hereof, which Losses together with interest at a rate of nine percent (9%) per annum shall be paid in full without regard to the limitations set forth in Section 7.1 and Section 7.4 hereof.

Purchase Price Adjustment. (a) Within 90 75 days following after the ClosingClosing Date, the Buyer shall prepare and deliver, or cause deliver to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) "Statement"), certified by an officer of Buyer, setting forth: (i) the Buyer’s determination forth Working Capital as of the actual amounts close of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time business on the Closing Date without taking into account any of the transactions ("Closing Working Capital"). A physical inventory shall be conducted by Seller and Buyer consistent with past practice and immediately prior to be completed on the Closing Date in accordance with for the terms purpose of this Agreement; (ii) a calculation preparing the Statement, and each of any adjustments Seller and Buyer and their respective independent auditors shall have the right to observe the Closing Payment based on such calculations (the adjusted Closing Payment as a result taking of such calculation being physical inventory. Any costs or expenses incurred by the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained parties in the Preliminary Adjustment Amount that were not collected connection with such physical inventory shall be shared equally by Buyer within the thirty (30) days immediately following the Closing Seller and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)Buyer. (b) Within fifteen (15) days after delivery During the 30-day period following Seller's receipt of the Closing ScheduleStatement, Seller and its independent auditors shall be permitted to review the working papers relating to the Statement. The Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Seller may deliver gives written notice of its disagreement with the Statement (a notice "Notice of Disagreement") to Buyer either: prior to such date. Any Notice of Disagreement shall (i) concurring with specify in reasonable detail the Closing Schedule (a “Notice nature of Concurrence”); or any disagreement so asserted and (ii) disagreeing therewith (a “Notice of Disagreement”)only include disagreements based on mathematical errors or based on Closing Working Capital not being calculated in accordance with this Section 4.4. If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is deliveredreceived by Buyer in a timely manner, then the Statement (as revised in accordance with this sentence) shall become final and binding upon Seller and Buyer on the earlier of (A) the date Seller and Buyer shall, during resolve in writing any differences they have with respect to the 15matters specified in the Notice of Disagreement or (B) the date any disputed matters are finally resolved in writing by the Accountant. During the 30-day period following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. During such delivery (period Buyer and its auditors shall have access to any working papers of Seller's auditors prepared in connection with the “Negotiation Period”)Notice of Disagreement. At the end of such 30-day period, Seller and Buyer shall submit to the Accountant for arbitration any and all matters that remain in dispute and which were properly included in the Notice of Disagreement, in the form of a written brief. Seller and Buyer shall use commercially their reasonable efforts to agree on cause the Final Adjustment AmountAccountant to render a decision resolving the matters submitted to the Accountant within 30 days following submission thereto. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall Judgment may be final, conclusive and binding entered upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out determination of the Royalty Consideration Accountant in any court having jurisdiction over the full amount of party against which such shortfalldetermination is to be enforced. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the The fees and expenses of the Independent AuditorAccountant shall be borne equally by Buyer and Seller. Each party shall bear the costs and expenses of its own counsel, accountants and other advisers in connection with any such Notice of Disagreement. (c) The Purchase Price shall be increased by the amount by which Closing Working Capital exceeds $5,000,000 (the "WC Amount"), and the Purchase Price shall be decreased by the amount by which Closing Working Capital is less than the WC Amount (the Purchase Price as so increased or decreased shall hereinafter be referred to as the "Adjusted Purchase Price"). If the Closing Date Amount is less than the Adjusted Purchase Price, Buyer shall, and if the Closing Date Amount is more than the Adjusted Purchase Price, Seller shall, within 10 Business Days after the Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds of the amount of such difference, together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by Citibank, N.A. as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.

Purchase Price Adjustment. (a) Within 90 days following the Immediately prior to Closing, the Buyer shall prepare and deliverconduct (in Sellers' presence), or cause at Buyer's expense, an examination of the Inventory to determine what, if any, Inventory may be prepared and delivered, to the Seller a statement reasonably considered obsolete (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”"EXCLUDED INVENTORY"). (b) Within fifteen Immediately prior to Closing, Sellers' accountants (15) days after delivery "SELLERS' ACCOUNTANTS"), shall conduct, at Sellers' expense, an examination of the Business sufficient to permit the preparation of a balance sheet as of the Closing Schedule, Date (the Seller may deliver a notice "CLOSING DATE BALANCE SHEET") to Buyer either: (i) concurring with be delivered to Buyer's accountants at the Closing. The Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it Date Balance Sheet shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day periodprepared in accordance with generally accepted accounting principles consistently applied, the Seller shall be deemed to have delivered a Notice of Concurrenceexcept as set forth on Schedule 2.2(b). (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than On the Closing PaymentDate, the Buyer Purchase Price adjustment shall be entitled to payment out calculated and based upon the difference between (i) the Trade and Accounts Payables reflected on the Closing Date Balance Sheet and (ii) the book value of the Royalty Consideration in Inventory reflected on the full amount Closing Date Balance Sheet less the book value of such shortfallExcluded Inventory, if any (the "Purchase Price Adjustment"). If the Purchase Price Adjustment so determined is a Notice of Concurrence positive number, such amount shall be subtracted from the Purchase Price. If the Purchase Price Adjustment so determined is delivered or deemed delivereda negative number, and the Final Closing Payment is greater than the Closing Payment, Buyer such amount shall pay be added to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of ConcurrencePurchase Price. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 days following At least three (3) Business Days prior to the Closing, the Seller and Buyer shall prepare and deliverfinalize an estimated statement, or cause to be prepared and delivered, to which sets forth the Seller a statement Net Working Capital as of the Closing Date (the “Estimated Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded ARWorking Capital”). (b) Within At least two (2) Business Days prior to the Closing, Seller and Xxxxx shall agree upon a flow of funds memorandum, which sets forth all payments required to be made by or on behalf of all Parties at the Closing, including for each such payment an identification of the payor, the payee, the amount and the wire transfer information. (c) The Purchase Price shall be: (i) increased dollar-for-dollar by the amount that the Estimated Closing Working Capital is greater than the Target Working Capital and such increase shall paid by Buyer in cash at Closing by a corresponding increase to the Initial Cash Consideration, or (ii) decreased dollar-for-dollar by the amount that the Estimated Closing Working Capital is less than the Target Working Capital and such decrease shall be paid by Seller at Closing by a corresponding decrease to the Cash Consideration. The amount of any such adjustment pursuant to this Section 1.5(c) shall be referred to herein as the “Closing Adjustment”. (d) Prior to the payment of the Second Tranche, the Buyer shall prepare and deliver to the Seller a Closing Statement (the “Closing Statement”) which shall set forth the Net Working Capital as of the Closing Date (“Closing Working Capital”). (e) The Second Tranche payment shall be (i) increased dollar-for-dollar by the amount that the Closing Working Capital is greater than the Estimated Closing Working Capital or (ii) decreased dollar-for-dollar by the amount that the Closing Working Capital is less than the Estimated Closing Working Capital. The amount of any such adjustment pursuant to this Section 1.5(e) shall be referred to herein as the “Post-Closing Adjustment”. Notwithstanding the foregoing, the first $50,000 of such Post-Closing Adjustment shall be satisfied from the Holdback Stock Consideration and, to the extent, the Holdback Stock Consideration is not sufficient to satisfy such amount, the Initial Stock Consideration. To the extent the Post-Closing Adjustment is in excess of $50,000, the first $50,000 of such Post-Closing Adjustment shall be satisfied as set forth above and any remainder shall be satisfied in cash and may be set off from amounts otherwise due the Seller from the Second Tranche. (a) The Seller shall have a period of thirty (30) days after receipt of the Closing Statement to notify the Buyer of the Seller’s election to accept or reject the Buyer’s calculation of the amount of the Net Working Capital as of the Closing Date in a written notice (the “Response Notice”). During such thirty (30)-day period, Buyer shall provide the Seller reasonable access to information in its books and records that the Seller reasonably requests that Xxxxx used to prepare the Closing Statement; provided, that Buyer shall not be required to provide access to information that would jeopardize any attorney-client privilege, attorney work product protection or other similar privilege associated with such information. In the case of a rejection, such Response Notice shall set forth the line item or items on the Closing Statement that it is rejecting, the reasons and basis for such rejection in reasonable detail (including Xxxxx’s refusal to provide Seller with sufficient access to books and records so as to evaluate the item) and the amount of the requested adjustment. In the event that no Response Notice is received by the Buyer during such thirty (30)-day period, the Closing Statement and any required adjustments resulting therefrom shall be final and binding on the parties hereto. In the event that the Seller shall timely deliver a Response Notice rejecting the Buyer’s calculation of amount of the Closing Working Capital, the Buyer and the Seller shall promptly (and in any event within fifteen (15) days following the date upon which the Buyer received the Response Notice), attempt in good faith to make a joint determination of the Closing Working Capital and such determination and any required adjustments resulting therefrom shall be final and binding on the Shareholder and Buyer for purposes of this Section 1.5. (b) In the event that the Seller and the Buyer shall be unable to agree upon a joint determination of the Closing Working Capital within thirty (30) days following the date upon which the Buyer received the Response Notice, then within fifteen (15) days after delivery the expiration of the Closing Schedule, the Seller may deliver a notice to Buyer either: such thirty (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day 30)-day period, the Buyer and the Seller shall be deemed appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than any Seller’s accountants or Buyer’s accountants (the “Accounting Firm”) to have delivered a Notice of Concurrenceresolve such dispute. (c) If The Accounting Firm shall consider only those matters set forth in the Response Notice upon which the Buyer and the Seller have disagreed (the “Disputed Items”) and shall be required to resolve the Disputed Items in accordance with the terms and provisions of this Agreement. In connection with the resolution of the Disputed Items by the Accounting Firm: (i) each of the Buyer and the Seller shall furnish or cause to be furnished to the Accounting Firm a Notice statement setting forth in reasonable detail the Disputed Items and, to the extent practical, such Party’s proposed resolution of Concurrence is each such Disputed Item; (ii) the Accounting Firm shall be permitted to ask questions of either Party and ask for additional information from either Party relating to the Disputed Items; (iii) neither Party shall participate in ex parte communications with the Accounting Firm; (iv) the Accounting Firm shall only decide the specific Disputed Items and the determination by the Accounting Firm for each Disputed Item shall be equal to one of the values, or within the range between the values, assigned to such Disputed Item by the Buyer and the Seller in the materials delivered to the Accounting Firm (or deemed delivered, and if the Final Closing Payment is less than materials delivered to the Accounting Firm reflect that either Party assigned multiple values at various times, such determination by the Accounting Firm shall be equal to one of, or within the range between, the most recent values assigned by the Parties); (v) the Accounting Firm shall make its determination for all remaining Disputed Items as of the Closing Payment, based on the Buyer materials it receives in accordance with this Agreement and not pursuant to any independent review (provided that the foregoing shall be entitled not preclude the Accounting Firm from independent research as to payment out proper application of the Royalty Consideration in terms of this Agreement with respect to the full Disputed Items and the amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer Working Capital) and (vi) the Parties shall pay use commercially reasonable efforts to cause the Accounting Firm to deliver its final written report to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) Parties within thirty (30) days of the delivery submission to the Accounting Firm of the Notice Disputed Items, and shall be final and binding on the Parties for purposes of Concurrencethis Section 1.5. For the avoidance of doubt, the Accounting Firm shall act as an expert and not as an arbitrator and shall review only those items that are in dispute. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the The fees and expenses of the Independent AuditorAccounting Firm shall be allocated to be paid by the Buyer, on the one hand, and/or the Shareholder, on the other hand, respectively, based upon the percentage which the portion of the amount contested and not awarded to each Party bears to the total amount contested by such Party, as finally determined by the Accounting Firm.

Purchase Price Adjustment. On the Adjustment Date, the Initial Purchase Price shall be adjusted as follows: (a) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on if the Closing Date without taking into account any of Working Capital is less than the transactions to be completed on Required Closing Working Capital, then the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result amount of such calculation being deficiency shall be deducted from the “Final Closing Payment”)Initial Purchase Price; and (iiib) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following if the Closing and Working Capital is greater than the accounts receivable existing at the Required Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of DisagreementWorking Capital, then it the amount of such excess shall be accompanied by the Seller’s proposed revisions added to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence.Initial Purchase Price; and (c) for greater certainty, if there is any Debt at the Closing Time, an amount equal to the amount of Debt shall be deducted from the Initial Purchase Price. If a Notice of Concurrence the Initial Purchase Price as adjusted pursuant to this Section 2.8 is delivered or deemed deliveredgreater than the Initial Purchase Price prior to any such adjustment minus any Estimated Closing Working Capital Adjustment withheld at Closing, and if the Final Closing Payment Purchaser shall, subject to Section 2.9, pay to the Vendors’ Counsel on the Adjustment Date an amount equal to such excess. If the Initial Purchase Price as adjusted pursuant to this Section 2.8 is less than the amount paid as the Initial Purchase Price on Closing Paymentminus any Estimated Closing Working Capital Adjustment withheld at Closing, the Buyer Purchaser and the Vendors’ Representative shall be entitled direct the Escrow Agent to payment out of pay to the Royalty Consideration in Purchaser on the full Adjustment Date an amount equal to the amount of such shortfalldeficiency. If Any amount owing by a Notice of Concurrence Party to any other Party as an adjustment to the Initial Purchase Price shall be made by wire transfer to the account designated by the Purchaser or the Vendors’ Counsel, as applicable, on or prior to the Adjustment Date and shall bear interest from the date that the Closing Working Capital Statement is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller date of payment at a rate per annum equal to the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined prime rate set by the Independent Auditor Corporation’s bank then in effect plus 5%. Such interest shall accrue on a simple interest basis and be paid at the same time the amount owing is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionpaid hereunder. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 days following If any of the ClosingData with respect to any Aircraft are materially incorrect or incomplete in any respect on the relevant Delivery Date (except for any normal wear and tear to the Aircraft from the date hereof to such Delivery Date), the applicable Buyer and Seller agree to adjust the Purchase Price for the relevant Aircraft upwards or downwards, as the case may be. Such Buyer's rights to a downward adjustment in the Purchase Price for any Aircraft shall prepare be without prejudice to its right to reject any Aircraft pursuant to Section 7.04. As promptly as practicable after each Delivery Date, and deliverin any case no later than 30 days after the last Delivery Date (the "Adjustment Cut-off Date"), or the applicable Buyer may cause to be prepared and delivered, delivered to Seller an adjustment report substantially in the Seller a statement form attached hereto as Exhibit B (the “Closing Schedule”"Adjustment Report") setting forth: (i) forth such Buyer's calculation of any Purchase Price adjustment for the relevant Aircraft. If the material inaccuracy or omission in the Data for any Aircraft relates to any damage, destruction or other casualty of such Aircraft or part thereof which has been repaired to such Buyer’s 's reasonable satisfaction prior to final determination of the actual amounts aggregate Purchase Price adjustment pursuant to Section 2.06(a) or (c), then the portion of (A) the Adjustment Amount, including downward adjustment in the Final Adjustment Amount Overage or the Final Adjustment Amount Underage Purchase Price for such Aircraft that is related to such damage (the “Final Adjustment Amount”)"Damage Related Adjustment") shall be reduced by an amount equal to the amount, and (B) the Seller Indebtedness Amountif positive, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date Damage Related Adjustment less any expense or loss incurred by such Buyer in accordance connection with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)repair or damage. (b) Within fifteen (15) If Seller disagrees with the applicable Buyer's calculation of any Purchase Price adjustment delivered pursuant to Section 2.06(a), Seller may, within 30 days after delivery of the Closing Schedulerelevant Adjustment Report, the Seller may deliver a notice to such Buyer either: disagreeing with such calculation and setting forth Seller's calculation of such amount (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”including any adjustments in Seller's favor which are not set forth in such Buyer's Adjustment Report). If the Any such notice of disagreement shall specify those items or amounts as to which Seller delivers a Notice of Disagreementdisagrees, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the and Seller shall be deemed to have delivered a Notice of Concurrenceagreed with all other items and amounts contained in the Adjustment Report. (c) If a Notice any notices of Concurrence is disagreement shall be duly delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Paymentpursuant to Section 2.06(b), the applicable Buyer and Seller shall, during the 15 days following the date of delivery of such notice of disagreement, use their best efforts to reach agreement on all disputed items or amounts in order to determine a mutually acceptable adjustment to the Purchase Price. If Buyer only disagrees with certain amounts set forth in Seller's notice of disagreement, then Buyer will be deemed to have agreed with all other items and amounts contained in the Seller's notice of disagreement. If during such period the applicable Buyer and Seller are unable to reach such agreement, they shall promptly thereafter cause the Independent Referee promptly to review this Agreement, the Data and the disputed items or amounts for the purpose of calculating the adjustment to the Purchase Price. The Independent Referee is authorized to engage third party experts as necessary to aid in such review, the identity and necessity of which shall be entitled agreed by Seller and the applicable Buyer. In making such calculation, the Independent Referee shall consider only those items or amounts as to payment out which Seller has disagreed or which Seller has presented as an adjustment in Seller's favor and as to which the applicable Buyer has disagreed. The Independent Referee shall deliver to such Buyer and Seller, as promptly as practicable, a report setting forth its calculation of the Royalty Consideration in adjustment to the full amount Purchase Price of the relevant Aircraft. Such report shall be final and binding upon such Buyer and Seller. The cost of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, review and the Final Closing Payment is greater than the Closing Payment, report (and any experts) shall be borne equally by such Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrenceand Seller. (d) If a Notice The applicable Buyer and Seller agree that they will, and agree to cause their respective independent accountants and technical staff or consultants to, cooperate and assist in the preparation of Disagreement is deliveredany adjustment to the Purchase Price, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such periodincluding without limitation, the Seller and the Buyer are unable making available to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out necessary of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay books related to the Seller Purchased Assets, records related to the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionPurchased Assets, work papers related to the Purchased Assets and personnel. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 45 days following the ClosingClosing (the "PURCHASER REVIEW PERIOD"), Purchaser shall deliver to Seller (i) a final closing balance sheet of the Buyer shall prepare Company as of the Closing Date (reflecting the Subject Business transferred at Closing and deliver, or cause excluding the Asset Transfers) prepared in accordance with GAAP (other than exceptions to be prepared and delivered, GAAP specified in the notes to the Seller a statement Pre-Closing Balance Sheet) using the same accounting principles, policies and practices used to prepare the Pre-Closing Balance Sheet (the “"CLOSING DATE BALANCE SHEET"); and (ii) Purchaser's calculation of the final working capital deficit of the Company determined by the sum of the value of the current assets of the Company and the total liabilities of the Company as determined in the Closing Schedule”Date Balance Sheet (the "FINAL WORKING CAPITAL DEFICIT") setting forth:using the same methodology used to calculate the Estimated Working Capital Deficit. (b) If (i) the Buyer’s determination of the actual amounts of Final Working Capital Deficit is less than (Ai.e., a lesser negative number) the Adjustment AmountEstimated Working Capital Deficit, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage then Purchaser shall pay Seller such difference (the “Final Adjustment Amount”)"PURCHASER ADJUSTMENT PAYMENT") as provided in Section 2.2(e) below, and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement;or (ii) the Final Working Capital Deficit is greater than (i.e., a calculation of any adjustments to greater negative number) the Closing Payment based on Estimated Working Capital Deficit, then Seller shall pay Purchaser such calculations difference (the "SELLER ADJUSTMENT PAYMENT") as provided in Section 2.2(e) below, and in either event the Purchase Price shall be adjusted Closing Payment as a result of such calculation being accordingly (in either case, the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”"PURCHASE PRICE ADJUSTMENT"). (bc) Within fifteen If Purchaser fails to deliver the Closing Date Balance Sheet to Seller during the Purchaser Review Period, then Purchaser shall have the right to extend the Purchaser Review Period for up to an additional 15 days by providing written notice to Seller before the end of the Purchaser Review Period. If Purchaser fails to deliver the Closing Date Balance Sheet to Seller during the extended Purchaser Review Period, as extended, then Purchaser shall be deemed to have waived its rights to the Purchase Price Adjustment, and Seller may submit a Closing Date Balance Sheet to Purchaser if it would be entitled to the Purchaser Adjustment Payment thereunder. (15d) Provided Purchaser delivers the Closing Date Balance Sheet to Seller before the end of the Purchaser Review Period, Seller shall have 20 business days after delivery its receipt of the Closing Schedule, the Seller may deliver a notice Date Balance Sheet to Buyer either: (i) concurring with review and dispute the Closing Schedule Date Balance Sheet, including the computation of the Final Working Capital Deficit (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”the "SELLER REVIEW PERIOD"). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day perioddispute the Closing Date Balance Sheet, including the computation of the Final Working Capital Deficit, during the Seller Review Period, Seller shall be deemed to have delivered accepted the terms of the Closing Date Balance Sheet, including the Seller Adjustment Payment or the Purchaser Adjustment Payment thereunder, as determined by Purchaser. If Seller disputes the computation of the Final Working Capital Deficit during the Seller Review Period, then Seller and Purchaser shall have 20 business days from the delivery of notice of its dispute to Purchaser to reach an agreement with regard to the disputed computation (the "RESOLUTION PERIOD"). If the parties fail to reach an agreement during the Resolution Period, then the dispute shall be submitted to the Selected Auditor for full and final resolution applying the principles, policies and practices referenced in Section 2.2(a). The Selected Auditor shall make a Notice determination of Concurrence. (c) the Final Working Capital Deficit and the Seller Adjustment Payment or the Purchaser Adjustment Payment thereunder, as applicable, within 60 days following the end of the Resolution Period. For purposes of this Agreement, the determination of the Selected Auditor with respect to the Purchase Price Adjustment shall be final and conclusive as to all parties, absent clear error. If a Notice of Concurrence is delivered or deemed deliveredPurchaser fails to deliver the Closing Date Balance Sheet to Seller as described in Section 2.2(c), and if Seller submits to Purchaser a Closing Date Balance Sheet, then the Final Closing Payment is less than review provisions described in this Section 2.2(d) for the Closing Payment, benefit of Seller shall apply for the Buyer shall be entitled to payment out benefit of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed deliveredPurchaser, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such same dispute resolution procedures shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration applicable in the full amount event of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionan unresolved dispute. (e) Each Following final determination of the amount of the Purchase Price Adjustment, if any, in accordance with the above paragraphs, (i) Seller shall remit the Seller Adjustment Payment, if any, to Purchaser or the Company in immediately available funds within five business days after the final determination of the Purchase Price Adjustment, or (ii) either Purchaser or the Company (being jointly and severally obligated to do so) shall remit to Seller the Purchaser Adjustment Payment, if any, in immediately available funds within five business days after the final determination of the Purchase Price Adjustment, provided that if Purchaser and the Buyer shall pay fifty percent (50%) Company fail to make the Purchaser Adjustment Payment in such period, Seller, at its sole option, may immediately draw against the Letter to Credit for the amount of the Purchaser Adjustment Payment. (f) The fees and expenses of the Independent AuditorSelected Auditor shall be split equally between Purchaser, on the one hand, and Seller, on the other hand. (g) During all periods contemplated in this Section 2.2, the parties shall reasonably cooperate with each other (and the Selected Auditor if applicable), including providing reasonable access to each party's books and records, to facilitate the determination of the Final Working Capital Deficit and any Purchase Price Adjustment.

Purchase Price Adjustment. (a) Within 90 days following Not less than five (5) Business Days after the ClosingClosing Date (the “Purchase Price Adjustment Date”), the Buyer shall prepare deliver to Secured Party and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forthDebtor: (i) the Buyer’s determination an updated calculation of the actual amounts of (A) Purchase Price which shall list the Adjustment Amount, including Loans together with the Final Adjustment Amount Overage or outstanding principal balance due under the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case Loan Documents as of 12:01 a.m. Eastern Time the close of business on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this AgreementDate; (ii) a calculation statement setting forth the aggregate interest accrued but unpaid with respect to each of any adjustments to the Loans as of the close of business on the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); andDate; (iii) a calculation statement setting forth all credits due Obligors with respect to each of the accounts receivable contained in Loans, including, but not limited to: deposits; special credit reserves, customer cash and credit reserves on Records of Debtor, and all set-offs due to any Obligor under a Loan; and (v) a statement setting forth the Preliminary Adjustment Amount that were not collected by Buyer within difference (positive or negative) between the thirty (30) days immediately following Estimated Purchase Price and the Purchase Price as of the Closing and Date, recalculated on the accounts receivable existing at the Closing but not taken into account in calculating the Purchase Price Adjustment Amount (the “Excluded AR”)Date. (b) Within fifteen (15) days after delivery of In the Closing Scheduleevent that the Purchase Price calculated on the Purchase Price Adjustment Date is greater than the Estimated Purchase Price, the Seller may deliver a notice Buyer shall pay the amount of such shortfall to the party entitled to payment thereof (as provided by Section 7). In the event that the Purchase Price calculated on the Purchase Price Adjustment Date is less than the Estimated Purchase Price, the Debtor shall pay the amount of such deficiency to the Buyer either: or if not paid as herein provided, Buyer shall set off the amount of such deficiency against any future payments Buyer owes hereunder. Any payment from the Debtor or the Buyer pursuant to this Section 3.2(b) shall be made no later than ten (10) Business Days following (i) concurring with the date of the Buyer’s receipt of the documents described in Section 3.2(a) (collectively, the “Closing Schedule (a “Notice of ConcurrenceDate Documents”); ) or (ii) disagreeing therewith in the event that the Secured Party or Debtor delivers a Notice of Disagreement to the Buyer pursuant to Section 3.2(c), the date of final resolution of all Disputed Matters in accordance with Section 3.2(c). Any such payment shall be made by wire transfer, together with interest calculated on the amount of the required payment at the Federal Funds Rate from the Closing Date to (a but not including) the date on which such amount is paid in full. (c) Upon receipt of the Closing Date Documents, the Secured Party or Debtor, as the case may be, shall be afforded, at the Secured Party’s or Debtor’s expense, full access to the Records of Debtor related to the Purchased Assets, any work papers prepared by the Buyer and any officers, employees or other representatives of the Buyer that participated in the determination of the Adjusted Purchase Price. The Secured Party or Debtor, as the case may be, shall, not more than ten (10) Business Days following Buyer’s delivery of its calculation of the Adjusted Purchase Price, have the right to notify the Buyer in writing that it disagrees with the Adjusted Purchase Price (the “Notice of Disagreement”), specifying to the extent practicable, in reasonable detail, the items as to which disagreement exists (the “Disputed Matters”). If the Seller delivers Secured Party or Debtor, as the case may be, fails to deliver a Notice of DisagreementDisagreement within said time, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if concurred with the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfallAdjusted Purchase Price. If a Notice of Concurrence is Disagreement shall be delivered by the Secured Party or deemed deliveredDebtor, as the case may be, then the Buyer and the Final Closing Payment is greater than Secured Party or Debtor, as the Closing Paymentcase may be, Buyer shall pay negotiate in good faith to the Seller the full amount of such excess (with such payment being resolve in shares of Buyer Common Stock priced at $1.50 per share) writing any Disputed Matters. All Disputed Matters as to which written agreement has not been reached within thirty (30) days of the delivery receipt of the Notice of Concurrence. (d) If a Notice of Disagreement is deliveredfrom the Secured Party or Debtor, then as the Seller case may be, shall be submitted to and reviewed by an independent accounting firm (other than the accountants of the Buyer and the accountants of the Debtor and Secured Party, as applicable) mutually agreed to by the Buyer shalland the Secured Party or Debtor, during as the 15-day period following such delivery case may be (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent AuditorReviewer”) under procedures to be agreed upon by such parties. The Reviewer shall consider only the Disputed Matters and shall act promptly to resolve the disagreementall Disputed Matters, and any such resolution its decision with respect thereto shall be final, conclusive final and binding upon the parties hereto, absent fraud or manifest errorparties. To The fees and expenses of the extent the Final Closing Payment as determined Reviewer in connection with its review and determination of any Disputed Matters shall be borne equally by the Independent Auditor is less than Buyer and the Closing Payment, the Buyer Debtor. Secured Party shall be entitled to payment out have no liability for (i) any amounts due on account of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess Adjusted Purchase Price or (with such payment being in shares of Buyer Common Stock priced at $1.50 per shareii) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent AuditorReviewer.

Purchase Price Adjustment. (a) Within 90 days following the Closing, the Buyer The Purchase Price shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forthadjusted as follows: (i) the Buyer’s determination A calculation of the actual amounts xxxx-to-market of the Retail Service Contracts, SENY Contracts for the retail sale of Power and Gas, Sourcing Contracts, Partner Agreements, Transportation and Storage Agreements, and Renewable Energy Contracts (including any termination or modification to such Contracts, but excluding Contracts that expire in accordance with their terms prior to the Closing Date) consummated prior to the Closing Date, but not included in the applicable Schedules as of the Agreement Date, for both Power and Gas will be performed in accordance with the methodologies set forth on Schedule 2.2(c)(i) – Natural Gas and Schedule 2.2(c)(i) – Electricity. The results of the foregoing calculations shall be aggregated, producing a total xxxx-to-market adjustment to the Purchase Price ("MTM Adjustment"). If the MTM Adjustment is negative, then the Purchase Price paid by Seller shall be increased by such negative amount. If the MTM Adjustment is positive, then the Purchase Price paid by Seller shall be reduced by such positive amount. Seller will provide Schedule Updates of such Contracts two (2) Business Days prior to Closing pursuant to Section 6.14. From those Schedule Updates, Buyer will calculate and provide to Seller an initial MTM Adjustment (“Initial MTM Adjustment”) on the Business Day prior to Closing. All values to be updated on Schedule 2.2(c)(i) – Natural Gas and Schedule 2.2(c)(i) – Electricity will be as of the close of business on the Business Day prior to the Closing. The Initial MTM Adjustment will be paid or credited, as applicable, to the installment of the Purchase Price due at the Closing pursuant to Section 2.2(b)(i). For any Retail Service Contracts, SENY Contracts for the retail sale of Power and Gas, Sourcing Contracts, Partner Agreements, Transportation and Storage Agreements, and Renewable Energy Contracts subject to the MTM Adjustment and not included in the Initial MTM Adjustment, Seller will provide Schedule Updates of all such Contracts not reflected on the prior update prior to the seventh (7th) Business Day following Closing, pursuant to Section 6.14. Buyer will calculate and provide to Seller a supplemental MTM Adjustment (“Supplemental MTM Adjustment”) one (1) Business Day following receipt of the Schedule Update. In calculating the Supplemental MTM Adjustment, the applicable market prices used by Buyer shall be determined as of the close of business on the Business Day immediately preceding the calculation date. The Purchase Price shall be adjusted in accordance with the foregoing based on such Supplemental MTM Adjustment and such payment or credit, as applicable, will be paid by Seller or Buyer within ten (10) days following receipt by Seller of the Supplemental MTM Adjustment. During the Interim Period, Seller agrees to use Commercially Reasonable Efforts to hedge with sourcing positions (A) open electric basis positions in the Adjustment AmountRetail Business existing as of March 6, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), 2006; and (B) transactions entered into or modified after March 6, 2006. The Parties shall negotiate in good faith to resolve any differences in the Seller Indebtedness Amountcalculations made by Buyer in accordance with this Section 2.2(c)(i). In the event that the Parties are unable to resolve such differences, the undisputed portion of applicable adjustment shall be paid or credited, as applicable, in each accordance herewith and the disputed portion shall be submitted to an independent calculation agent, as mutually selected by the Parties, who shall resolve the disputed calculations within twenty (20) days of submission to such calculation agent and in which case the adjustment as determined by such calculation agent shall be final and binding upon the Parties. The payment or credit, as applicable, shall include interest computed at the Prime Rate from the date that such payment or credit was due until the date of 12:01 a.m. Eastern Time on payment. (ii) To the extent that the Closing Date without taking into account any occurs on either June 30, 2006 or July 31, 2006, the Parties agree to determine, in good faith, the amount of an adjustment to the Purchase Price, proportionate to an allocation of Twenty Million Dollars ($20,000,000) for Gas Customers and Thirty Five Million Dollars ($35,000,000) for Power Customers, applicable to a change by more than five percent (5%) in the Base Annualized Volume for Gas or Power, as applicable. To effect the foregoing, an increase of more than five percent (5%) shall result in a reduction in the Purchase Price paid by Seller based on such adjustment to such allocation, while a decrease of more than five percent (5%) shall result in an increase in the Purchase Price paid by Seller based on such adjustment to such allocation; provided that the Purchase Price adjustment calculation shall apply only to that portion of the transactions change in Base Annualized Volume (whether the change is an increase or a decrease) in excess of five percent (5%). (iii) Any adjustments to the Purchase Price to be completed on the Closing Date made in accordance with the terms provisions of this Agreement; (iiSection 6.23(b) a calculation of any shall be netted as an adjustment in Seller’s favor against Seller’s payment to Buyer made in accordance with Section 2.2(b)(i) above. Any adjustments to the Closing Payment based Purchase Price to be made in accordance with the provisions of Section 6.6 and Section 6.19(f) shall be aggregated and netted as an adjustment in Seller’s favor against Seller’s payment to Buyer made in accordance with Section 2.2(b)(ii) above. Any adjustment to the Purchase Price to be made in accordance with the provisions of Section 6.3(d) shall be added to Seller’s payment to Buyer on such calculations (the adjusted Closing Payment as a result next applicable payment date provided in Section 2.2(b) following determination of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed deliveredadjustment, and if the Final Closing Payment is less than the Closing PaymentPurchase Price has been paid in full, the as an independent payment from Seller to Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutiondetermination. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) At least three (3) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer its good faith estimate of (i) the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital Amount”), (ii) the Inventories as of the Closing Date (the “Estimated Inventory Amount”), (iii) the Indebtedness of the Business to be assumed by Buyer (the “Assumed Indebtedness”) as of the Closing Date (the “Estimated Assumed Indebtedness”) and (iv) the Excess Amount and the Schedule of Consigned Inventory and the components of each such item prepared in accordance with GAAP, on a basis consistent with the Financial Statements and the Accounting Methodologies and, in the case of the Estimated Net Working Capital Amount and Estimated Inventory Amount, subject to Section 2.5(e). Seller’s calculation of the Estimated Net Working Capital Amount and Estimated Assumed Indebtedness shall be used in determining the Estimated Cash Purchase Price for purposes of Section 2.4. (b) The Base Cash Purchase Price shall be (i) (x) increased, if the Estimated Net Working Capital Amount exceeds the Benchmark, by an amount equal to such excess, or (y) decreased, if the Benchmark exceeds the Estimated Net Working Capital Amount, by an amount equal to such excess and (ii) decreased by any amount of the Estimated Assumed Indebtedness (to the extent not included in the calculation of the Estimated Net Working Capital Amount). (c) Within 90 sixty (60) days following after the ClosingClosing Date, the Buyer shall prepare and deliver, or cause deliver to be prepared and delivered, to the Seller a statement (the “Closing ScheduleAdjustment Statement”) setting forth: which sets forth in reasonable detail the calculation of (i) the Buyer’s determination Net Working Capital as of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage Closing Date (the “Final Adjustment Preliminary Net Working Capital Amount”), (ii) the Inventories of the Business as of the Closing Date (the “Preliminary Inventory Amount”), (iii) the Assumed Indebtedness as of the Closing Date (the “Preliminary Assumed Indebtedness”), and (Biv) the Seller Indebtedness AmountExcess Amount and a Schedule of Consigned Inventory as of the Closing Date (the “Preliminary Consignment Items”), in each case, from the books and records of the Business. The Adjustment Statement shall be prepared in accordance with GAAP, on a basis consistent with the Financial Statements, and the Accounting Methodologies and, in the case of the Preliminary Net Working Capital Amount and the Preliminary Inventory Amount, subject to Section 2.5(e). Seller agrees to cooperate with Buyer in connection with the preparation of the Adjustment Statement and related information, and shall provide to Buyer such books, records and information as may be reasonably requested by Buyer from time to time in connection with its preparation of the Adjustment Statement. (d) The amount of Inventory as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any set forth in the Adjustment Statement shall be based on the Inventory set forth in the Closing Inventory Report to the extent such items of Inventory are covered by the Physical Inventory Count, together with changes in Inventory from the date of the transactions Physical Inventory Count referred to be completed on in Section 2.6 below in relation to the Closing Date and net of any required inventory reserves (with such reserves being calculated on the same bases as the Adjustment Statement). (e) The amount of Inventories used in the calculation of the Current Assets, Estimated Net Working Capital, Preliminary Net Working Capital, Final Net Working Capital, Estimated Inventory Amount, Preliminary Inventory Amount and the Final Inventory Amount shall not exceed the Inventory Benchmark applicable for the time period in which the Closing Date occurs. (f) If Seller disagrees with the determination of the Preliminary Net Working Capital Amount, Preliminary Inventory Amount, the Preliminary Assumed Indebtedness or the Preliminary Consignment Items, Seller shall notify Buyer in writing of such disagreement within the thirty (30) Business Day period immediately following the delivery of the Adjustment Statement, which notice shall describe the specific nature of any such disagreement and provide reasonable supporting documentation for such disagreement. During the thirty (30) Business Day period of its review, Seller shall have reasonable access to any documents, schedules or work papers used in the preparation of the Adjustment Statement. Seller agrees that any failure by it to notify Buyer in writing of any such disagreement prior to end of the thirty (30) Business Day period immediately following the delivery of the Adjustment Statement shall be deemed to be an acceptance by Seller of the Adjustment Statement and shall constitute a complete waiver of any right of Seller to dispute such Adjustment Statement and Buyer’s calculation of the Preliminary Net Working Capital Amount, Preliminary Inventory Amount, the Preliminary Assumed Indebtedness and the Preliminary Consignment Items for purposes of this Agreement. (g) Buyer and Seller agree to negotiate to resolve any such disagreement regarding the determination of the Preliminary Net Working Capital Amount, Preliminary Inventory Amount, the Preliminary Assumed Indebtedness or the Preliminary Consignment Items, and any resolution of such disagreement agreed to in writing by Buyer and Seller shall be final and binding upon the parties and their successors and assigns. If Buyer and Seller are unable to resolve such disagreement identified by Seller pursuant to Section 2.5(f) within the thirty (30) Business Day period after delivery to Buyer of written notice of such disagreement by Seller, then the disputed matters shall be referred for final determination to the Settlement Accountant. (h) Each of Buyer and Seller shall provide a written submission of their positions on each item in dispute within fifteen (15) days of the appointment of the Settlement Accountant, with a copy to the other party. The Settlement Accountant shall consider only those items and amounts as to which Buyer and Seller have disagreed within the time periods and on the terms specified above and shall resolve the matter in accordance with the terms and provisions of this Agreement, including Section 2.5(e). The Settlement Accountant shall consider only the written submissions provided by Buyer and Seller pursuant to this paragraph (f) and shall not conduct any independent investigation or review. The Settlement Accountant is expressly limited to the selection of either Seller’s or Buyer’s position on a disputed item or a position in between the positions of Seller or Buyer based upon written submissions of Buyer and Seller and it shall thus select as a resolution for each disputed matter the position of either Buyer or Seller or a position in between the positions of Seller or Buyer, and the Settlement Accountant may not impose an alternative resolution outside those bounds. The Settlement Accountant shall deliver to Buyer and Seller, as promptly as practicable and in any event within forty-five (45) days after its appointment, a written report setting forth the resolution of each disputed matter and its determination of the Preliminary Net Working Capital Amount, Preliminary Inventory Amount, the Preliminary Assumed Indebtedness and/or the Preliminary Consignment Items determined in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution Such report shall be final, conclusive non-appealable and binding upon the parties hereto, absent fraud or manifest errorto the fullest extent permitted by Applicable Law and may be enforced in any court having competent jurisdiction. To The forty-five (45) day period for delivering the extent the Final Closing Payment as determined written report may be extended by the Independent Auditor is less than mutual written consent of the Closing Paymentparties or for good cause shown by the Settlement Accountant at its sole discretion. The fees, expenses and costs of the Buyer Settlement Accountant shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined borne one-half by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionand one-half by Seller. (ei) Each (i) (a) If no dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Net Working Capital Amount, as originally submitted by Buyer, or (b) if a dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Net Working Capital Amount, as determined pursuant to the resolution of such dispute in accordance with Section 2.5(g) or (h), shall be the “Final Net Working Capital Amount”, (ii) (a) if no dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Inventory Amount, as originally submitted by Buyer, or (b) if a dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Inventory Amount, as determined pursuant to the resolution of such dispute in accordance with Section 2.5(g) or (h), shall be the “Final Inventory Amount”, (iii) (a) if no dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Assumed Indebtedness, as originally submitted by Buyer, or (b) if a dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Assumed Indebtedness, as determined pursuant to the resolution of such dispute in accordance with Section 2.5(g) or (h), shall be the “Final Assumed Indebtedness”, and (iv) (a) if no dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Buyer Preliminary Consignment Items, as originally submitted by Buyer, or (b) if a dispute notice has been timely delivered by Seller pursuant to Section 2.5(f), the Preliminary Consignment Items, as determined pursuant to resolution of such dispute in accordance with Section 2.5(g) or (h), shall pay fifty percent (50%) of be the fees and expenses of the Independent Auditor“Final Consignment Items”.

Purchase Price Adjustment. (a) Within 90 days following At or prior to the Closing, Exopack and ITIPH shall agree upon an estimate of the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement Purchase Price (the “Estimated Purchase Price”). Buyers agree to pay Sellers at the Closing Schedule”) setting forth:the Estimated Purchase Price in the manner set forth in Section 2.02 below. (ib) Not later than ninety (90) days after the Buyer’s Closing Date, Exopack shall or shall cause Buyers to prepare and present to the Sellers a certificate setting forth the Closing Indebtedness, Net Intercompany Receivables and the resulting Purchase Price calculated with references to such amounts (in its final and binding form, the “Purchase Price Calculation”). During the thirty (30)-day period immediately following Sellers’ receipt of the Purchase Price Calculation, Sellers shall be permitted to review the Businesses’ books and record and Buyers’ working papers related to the preparation of the Purchase Price Calculation and determination of the actual amounts of (A) Purchase Price. The Purchase Price Calculation shall become final and binding upon the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the Parties thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery Sellers’ receipt thereof unless Sellers give written notice of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith its disagreement (a “Notice of Disagreement”) to Exopack prior to such date. If a timely Notice of Disagreement is received by Exopack, then the Purchase Price Calculation (as revised in accordance with clause (i) or (ii) below) shall become final and binding upon the Parties on the earliest of (i) the date the Parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date all matters in dispute are finally resolved in writing by a valuation firm mutually determined by ITIPH and Exopack (the “Valuation Firm”). If During the Seller delivers twenty (20) days following delivery of a Notice of Disagreement, then it ITIPH, on behalf of the Sellers, and Exopack shall seek in good faith to resolve in writing any differences which they have with respect to the matters specified in the Notice of Disagreement. At the end of the twenty (20)-day period referred to above, the Parties shall submit to the Valuation Firm for review and resolution of all matters (but only such matters) that remain in dispute and that were properly included in the Notice of Disagreement. ITIPH and Exopack shall instruct the Valuation Firm to make a final determination of Closing Indebtedness, Net Intercompany Receivables and the resulting Purchase Price calculated with reference to such amounts to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement. The Parties will cooperate with the Valuation Firm during the term of its engagement. ITIPH and Exopack shall instruct the Valuation Firm not to assign a value to any item in dispute greater than the greatest value for such item assigned by Exopack, on the one hand, or ITIPH, on the other hand, or less than the smallest value for such item assigned by Exopack, on the one hand, or ITIPH, on the other hand. ITIPH and Exopack shall also instruct the Valuation Firm to make its determination based solely on presentations by Exopack and Sellers which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Purchase Price Calculation and the determination of Closing Indebtedness, Net Intercompany Receivables and the resulting Purchase Price calculated with reference thereto shall become final and binding on the Parties on the date the Valuation Firm delivers its final resolution in writing to the Parties (which final resolution shall be accompanied requested by ITIPH and Exopack to be delivered not more than forty-five (45) days following submission of such disputed matters). The fees and expenses of the Valuation Firm shall be allocated to the Parties as determined (as set forth in the final determination) by the SellerValuation Firm based upon the relative success (in terms of percentages) of each Party’s proposed revisions claims. For example, if the final determination reflects a 60-40 compromise of the Parties’ claims, the Valuation Firm would allocated expenses 40% to the Closing Schedule. If Party whose claims were determined to be 60% successful and 60% to the Seller fails Party whose claims were determined to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence40% successful. (c) Promptly after the Purchase Price Calculation and the determination of Closing Indebtedness, Net Intercompany Receivables and the resulting Purchase Price calculated with reference to such amounts become final and binding on the Parties under Section 1.07(b) above, the Estimated Purchase Price shall be recalculated by giving effect to the final and binding Closing Indebtedness and Net Intercompany Receivables (as recalculated, the “Final Purchase Price”). If a Notice of Concurrence the Estimated Purchase Price is delivered or deemed deliveredgreater than the Final Purchase Price, the Sellers, jointly and severally, shall, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment Purchase Price is greater than the Closing PaymentEstimated Purchase Price, Buyer Buyers shall pay and Exopack shall or shall cause Buyers to, within five (5) business days after the Purchase Price Calculation becomes final and binding on the parties, make payment by wire transfer to Exopack on behalf of Buyers or the Seller Sellers, as the full case may be, in immediately available funds of the amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrencedifference. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. The Reference Statement and Closing Statement shall be deemed final for purposes of this Section 2.05 upon the earliest of (ax) the failure of any Party to notify the other Party of a dispute in accordance with Section 2.05(c)(ii), (y) the resolution of all disputes, pursuant to Section 2.05(c)(ii), by Seller Parent and Purchaser and (z) the resolution of all disputes, pursuant to Section 2.05(c)(ii), by the Independent Accounting Firm. Within 90 days following three Business Days of the Closing, the Buyer shall prepare Reference Statement and deliver, or cause to be prepared Closing Statement being deemed final (such final Reference Statement and delivered, to the Seller a statement (Closing Statement defined herein as the “Final Reference Statement” and “Final Closing ScheduleStatement”, respectively) setting fortha Purchase Price adjustment shall be made as follows: (i) If the Buyer’s determination sum of the actual amounts of (A) Cash Amount less the Adjustment Amount, including Debt Amount set forth on the Final Adjustment Amount Overage or the Final Adjustment Amount Underage Closing Statement (the “Final Adjustment Net Cash/Debt Amount”) is greater than the Estimated Net Cash/Debt Amount, then the Purchase Price shall be adjusted upward by an amount equal to such difference and Purchaser shall cause Seller Sub, Seller Parent Sub or any other Smart Shirts Entity, within three Business Days, to pay such amount to Seller by wire transfer of immediately available funds. (ii) If the Final Net Cash/Debt Amount is less than the Estimated Net Cash/Debt Amount, then the Purchase Price shall be adjusted downward by an amount equal to such difference and Seller shall, within three Business Days, pay such amount to Purchaser, by wire transfer of immediately available funds. (iii) If the Closing Net Asset Value set forth on the Final Closing Statement (the “Final Net Asset Value”) is greater than the Estimated Closing Net Asset Value, then the Purchase Price shall be adjusted upward by an amount equal to such difference and Purchaser shall cause Seller Sub, Seller Parent Sub or any other Smart Shirts Entity, within three Business Days, to pay such amount to Seller by wire transfer of immediately available funds. (iv) If the Final Net Asset Value is less than the Estimated Closing Net Asset Value, then the Purchase Price shall be adjusted downward by an amount equal to such difference, provided, however, if the Estimated Closing Net Asset Value is greater than US$120,000,000, then the amount of such adjustment shall be equal to US$120,000,000 less the amount of the Final Net Asset Value and Seller shall, within three Business Days, pay such amount to Purchaser, by wire transfer of immediately available funds. Notwithstanding the foregoing in this Section 2.05(d)(iv), if the Final Net Asset Value is greater than or equal to US$120,000,000, there shall be no downward adjustment to the Purchase Price. Notwithstanding anything to the contrary in this Agreement, (A) if any differences exist between the Reference Statement and the Final Reference Statement as a result of the resolution of any dispute pursuant to Section 2.05(c)(ii), the Estimated Closing Net Asset Value and the Final Net Asset Value shall be modified, as appropriate, by the Independent Accounting Firm, for purposes of calculating the adjustment to the Purchase Price pursuant to Sections 2.05(d)(iii) and 2.05(d)(iv) and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on Parties agree that the Closing Date without taking into account any net fixed assets of the transactions Smart Shirts Entities specified in the Estimated Closing Net Asset Value and Final Net Asset Value shall be the same as the amount of net fixed assets specified in the Reference Statement, as modified pursuant to be completed on the Closing Date in accordance with the terms subpart (A) of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”)paragraph. (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

Purchase Price Adjustment. (a) Within 90 The Purchase Price assumes that the Company will transfer negative Net Working Capital at the Closing Date of no more than One Million One Hundred Thousand Swiss Francs (CHF 1,100,000) (the “Estimated Net Working Capital”). The Purchase Price shall be adjusted on a dollar-for-dollar basis to reflect any increase or decrease in the Estimated Net Working Capital above or below the Threshold Amount (as defined below) as of the Closing Date. For purposes of this Agreement, the term “Net Working Capital” shall be determined by subtracting current liabilities of the Company on a consolidated basis, including trade accounts payable, prepayments (unearned or deferred revenue and customer advances), accrued expenses, short-term liabilities and charges, and other payables, from current assets of the Company on a consolidated basis, including cash and cash equivalents, gross trade accounts receivable net of provision for bad debts, work in progress (or unbilled accounts receivable), and other receivables, all as defined by the International Financial Reporting Standards (“IFRS”) adopted by the International Accounting Standards Board (IASB). (b) Not later than ten (10) Business Days after to the Closing Date, the Seller shall prepare and deliver to the Purchaser a certificate (the “Seller Closing Statement”), in the form attached hereto as Exhibit B-1, certifying the Seller’s good faith estimate of the Net Working Capital as of the Closing Date (the “Closing Net Working Capital”), and the resulting final Purchase Price determined with respect thereto (which shall be calculated with reference to the adjustment provisions set forth in subsection 1.2(e) below), together with copies of such working papers (whether generated by the Seller or its representatives or accountants) related to those calculations as may be reasonably necessary to permit the Purchaser to review in detail the manner in which such Seller Closing Statement was prepared and the final Purchase Price was calculated. (c) Not later than fifteen (15) days following the ClosingClosing Date, the Buyer Purchaser shall prepare and deliver, or cause to be prepared and delivered, deliver to the Seller a the Purchaser’s closing statement (the “Purchaser Closing ScheduleStatement”) setting forth:certifying the Purchaser’s good faith calculations of the Closing Net Working Capital and the resulting final Purchase Price determined with respect thereto (which shall be calculated with reference to the adjustment provisions set forth in subsection 1.2(e) below), together with copies of such working papers (whether generated by the Purchaser or its representatives or accountants) related to those calculations as may be reasonably necessary to permit the Seller to review in detail the manner in which the Purchaser Closing Statement was prepared and the final Purchase Price was calculated. (d) The Seller shall then have ten (10) days following its receipt of the Purchaser Closing Statement to notify the Purchaser in writing of any objections as well as any proposed adjustments to the Purchaser Closing Statement (the “Seller’s Adjustment Notice”) it may request. The Seller shall be deemed to have agreed with all items and amounts contained in the Purchaser Closing Statement that are not expressly objected to in the Seller’s Adjustment Notice, and if the Seller’s Adjustment Notice is not delivered to Purchaser within such ten (10) day period, then the Seller shall be deemed to have agreed with the entire Purchaser Closing Statement. The Purchaser will promptly modify the Purchaser Closing Statement with such of the items contained within the Seller’s Adjustment Notice as the Purchaser accepts (or as they otherwise are determined to be correct by the procedures set forth in this Section). For avoidance of doubt, the failure of the Seller to deliver the Seller’s Adjustment Notice within such ten (10) day period shall constitute approval by the Seller of the Purchaser Closing Statement and the amounts stated therein shall be conclusive and binding upon all of the parties. If at any time the Purchaser and Seller are in agreement as to the final Purchase Price and (i) a Closing Surplus (as hereafter defined) exists, then the BuyerPurchaser shall pay to the Seller the Closing Surplus as set forth in Section 1.2(e), or (ii) a Closing Deficit (as hereafter defined) exists, then the Seller shall pay to the Purchaser the Closing Deficit as set forth in Section 1.2(e). The Purchaser and the Seller shall use their commercially reasonable efforts to resolve any differences in writing with respect to the Seller’s determination Adjustments, if any. In furtherance thereof, following delivery of any Seller’s Adjustment Notice, the parties shall be permitted to review the working papers and books and records relating to the preparation of the actual amounts other party’s certificate as may be reasonably necessary to permit it to review in detail the manner in which such certificate was prepared. If the Purchaser and the Seller are unable to reach agreement within ten (10) days following the delivery of (A) the Seller’s Adjustment AmountNotice to the Purchaser, including the Final Purchaser and the Seller shall promptly submit the Seller Closing Statement, the Purchaser Closing Statement and the Seller’s Adjustment Amount Overage or the Final Adjustment Amount Underage Notice to a mutually agreed upon independent public accounting firm (the “Final Adjustment AmountAccountants”)) for final determination of such disputed amounts. The Parties hereby agree that such Accountant shall be Xx Xxxx Xxxxxxx Xxxxx & Xxxxx Audit located at Aeshengraben n°9 – 4002 Basel – Switzerland. In making such calculation, such Accountants shall consider only those items or amounts as to which the parties have disagreed; except to the extent consideration of other matters or supporting records is necessary to determine the items or amounts as to which the parties have disagreed. In each case, the Accountants shall calculate the disputed items of Closing Net Working Capital, final Purchase Price, and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Deficit or Closing Date Surplus in accordance with the terms of this Agreement; (ii) . The parties will cooperate with the Accountants during the term of their engagement and provide them access to such supporting documents and books and records as they may request. In resolving any matters in dispute, the Accountants may not assign a calculation of value to any adjustments item in dispute greater than the greatest value for such item assigned by the Purchaser or the Seller or less than the smallest value for such item assigned by the Purchaser or the Seller. The Accountants shall deliver to the Closing Payment based on Purchaser and Seller a report setting forth such calculations (the adjusted Closing Payment calculations, as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the promptly as practicable, but no later than thirty (30) days immediately following after receipt by the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery Accountants of the Closing Schedule, disputed items. In the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice absence of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error, the parties agree that the Accountants’ determination shall constitute the final determination of the Closing Net Working Capital, final Purchase Price, and Closing Deficit or Closing Surplus, and shall be binding upon all of the parties hereto. To Judgment may be entered upon the extent determination of such Accountants in any court having jurisdiction over the Final Closing Payment party against which such determination is to be enforced. The fees and expenses of the Accountants incurred as determined a result of this Section shall be borne equally by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolutionparties. (e) Each The Closing Net Working Capital amount determined in accordance with Section 1.2(d) (the “Actual Working Capital”) shall be used to determine adjustments to the Purchase Price in order to arrive at the final Purchase Price. If the Actual Working Capital is greater than the Estimated Net Working Capital by more than Two Hundred and Fifty Thousand Swiss Francs (CHF 250,000) (the “Threshold Amount”), the Purchase Price shall be increased by the amount by which the difference between the Actual Working Capital and the Estimated Net Working Capital exceeds the Threshold Amount (the “Closing Surplus”) and if the Actual Working Capital is less than the Estimated Net Working Capital (i.e., a greater negative Net Working Capital) by more than the Threshold Amount, the Purchase Price will be decreased by the amount by which the difference between the Actual Working Capital and the Estimated Net Working Capital exceeds the Threshold Amount (the “Closing Deficit”). Any amount of Closing Surplus that is expressed in Swiss Francs shall be converted into Euro (using the applicable exchange rate set forth in the Wall Street Journal, Eastern Edition on the day such payment is due) and paid in Euro. Any amount of Closing Deficit that is expressed in Swiss Francs shall be converted into United States Dollars (using the applicable exchange rate set forth in the Wall Street Journal, Eastern Edition on the day such payment is due) and paid in United States Dollars. Payment of the Seller and Closing Deficit or Closing Surplus shall be made by wire transfer of immediately available funds not later than ten (10) days after the Buyer shall pay fifty percent (50%) final determination of the fees and expenses of the Independent AuditorActual Working Capital pursuant to this Section.