Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. (a) Within ninety (90) days after the Closing Date, the Contributing Parties shall prepare and deliver, or cause to be prepared and delivered, to the Partnership: (i) a worksheet showing the components of Net Working Capital as of 11:59 p.m. local time on the day immediately preceding the Closing Date (the “Final Working Capital Worksheet”) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (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 forth 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 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 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 account designated by the Contributing Parties, an amount equal to the Final Consideration Adjustment Amount; (ii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4.

Purchase Price Adjustment. (a) Within ninety (90) days after the Closing Date, the Contributing Parties shall prepare and deliver, or cause to be prepared and delivered, to the Partnership: (i) a worksheet showing the components of Net Working Capital as of 11:59 p.m. local 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 Agreements to the extent such transactions occurred prior to Closing and (y) shall not take into account any deferred Tax assets or deferred Tax liabilities or any other effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 5.5 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement)); (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 forth 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 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 account designated by the Contributing Parties, an amount equal to the Final Consideration Adjustment Amount; (ii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the 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 difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4.

Purchase Price Adjustment. (a) Within ninety At least thirty (9030) days prior to the expected Closing Date, Seller shall prepare and deliver to Buyer a statement, using the same accounting methods, policies, practices and procedures used in the preparation of the Company’s Statutory Statements (the “Preliminary Closing Adjusted Net Worth Statement”), consisting of (i) the balance sheet of the Company as of the close of business on the last day of the calendar quarter immediately preceding the Closing Date 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 occur at or prior to the Closing by this Agreement and by the Transaction Agreements, (ii) a calculation in reasonable detail of the Company’s Adjusted Statutory Book Value, derived from such balance sheet, and made pursuant to the procedures set forth on Schedule 1.4(a) (the “Preliminary Adjusted Statutory Book Value”) and (iii) a calculation of the 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 Statutory Statement of the Company as of June 30, 2010 and giving effect on a pro forma basis to the transactions contemplated by this Agreement and the Transaction Agreements to occur following June 30, 2010 (including those that have occurred prior to the date hereof), but prior to Closing. (b) Not later than seventy-five (75) days after the Closing Date, the Contributing Parties Buyer shall prepare and deliver, or (i) cause a schedule to be prepared and delivered, to the Partnership: (i) a worksheet showing the components of Net Working Capital as of 11:59 p.m. local time on the day immediately preceding the Closing Date using the same accounting methods, policies, practices and procedures used in the preparation of the Company’s Statutory Statements (the “Final Working Capital WorksheetClosing Adjusted Net Worth Statement”) (provided that), such calculation which shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities include Buyer’s calculations, as of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result Closing Date, of the transactions contemplated by this Agreement); Company’s Adjusted Statutory Book Value, and (ii) the Contributing Parties’ calculation deliver copies of the proposed Final Closing Adjusted Net Working Capital based on the Final Working Capital Worksheet (the Worth Statement to Seller. The “Final Net Working Capital”); (iii) a schedule (the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth the Contributing Parties’ calculation Adjusted Statutory Book Value” means, as of the Pre-Closing Capital Expenditures Amount (applicable date, the “Final Pre-Closing Capital Expenditures Amount”) total capital and (iv) the Contributing Parties’ calculation surplus 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 Company as calculated pursuant 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 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 Amounton Schedule 1.4(a). (d) Within five (5) Business Days after the Final Consideration Adjustment Amount is finally determined pursuant to this Section 2.4: (i) if the 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 account designated by the Contributing Parties, an amount equal to the Final Consideration Adjustment Amount; (ii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4.

Purchase Price Adjustment. (a) Within ninety (90) As soon as practicable, but in no event later than the later of 60 days following the Closing Date and 25 Business Days after the Closing Dateinformation contemplated by clause (ii) of Section 2.8(b) has been provided, the Contributing Parties Seller shall prepare and deliver, or cause to be prepared and delivered, to a balance sheet of the Partnership: (i) a worksheet showing the components of Net Working Capital Business as of 11:59 p.m. local time the close of business on the day immediately preceding the Closing Date (the “Final Working Capital Worksheet”"Closing Balance Sheet") (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as and a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (ii) the Contributing Parties’ calculation of the Net Working Capital based on the Final Closing Balance Sheet ("Closing Working Capital"). The Closing Balance Sheet shall be prepared in accordance with GAAP and using the same accounting principles, procedures, policies and methods that were employed in preparing the Financial Statements; provided that (w) Working Capital Worksheet shall be calculated without regard to any LIFO reserve, (x) the “Final Net assets and liabilities relating to Lighthouse, Retail Sub and the Branded Jobber operations not included in the Financial Statements shall be disregarded, (y) actual prepaid or accrued motor fuel and excise taxes shall be based on the actual asset or Liability on the date immediately preceding the Closing Date and (z) hydrocarbon inventory shall be calculated in accordance with Schedule 2.8(a) and Section 2.8(f). For the avoidance of doubt, the parties acknowledge that the Working Capital Schedule included in Schedule 3.5(b) may include items that constitute Excluded Assets or Retained Liabilities that therefore will not be included in the calculation of Closing Working Capital”); (iii) a schedule (. For purposes of the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth 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-actions to be taken pursuant to Section 6.14 hereof shall be deemed to have been taken on the date immediately prior to the Closing Capital Expenditures Worksheet Date. (b) During the preparation of the Closing Balance Sheet and the calculation of Closing Working Capital (the Final Consideration Adjustment Amount, the Partnership shall"Closing Financial Data"), and the period of any dispute within the contemplation of this Section 2.8 and for the sole purpose of verifying Working Capital, Buyer shall cause the Contributed Entities to, (xi) permit the Contributing Parties provide Seller and their Representatives to have reasonable Seller's authorized representatives with full access to the books, records, facilities and employees of the Business, (ii) provide Seller, within 15 Business Days after the Closing Date (or as promptly as practicable thereafter but in no event later than 25 Business Days thereafter), with normal month-end closing financial information for the period ending on the close of business on the day immediately preceding the Closing Date and (iii) cooperate fully with Seller and Seller's authorized representatives, including by providing on a timely basis all information necessary or useful in preparing the Closing Financial Data. (c) Seller shall deliver a copy of the Closing Financial Data to Buyer promptly after it has been prepared. After receipt of the Closing Financial Data, Buyer shall have 30 days to review the Closing Financial Data, together with the workpapers used in the preparation thereof. Buyer and its authorized representatives shall have full access to all relevant books and records and other documents (including internal work papers, schedules, financial statements and memoranda) employees of Seller to the extent required to complete their review of the Contributed Entities, (y) cooperate with the Contributing Parties and their Representatives Closing Financial Data. Buyer may dispute items reflected in seeking to obtain work papers from the Partnership and the Contributed Entities pertaining to the calculation of Closing Working Capital only on the Final Consideration Adjustment Amount and provide the Contributing Parties basis that such amounts were not arrived at in accordance 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 GAAP or this Agreement. Unless Buyer delivers 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 Seller on or prior to the thirtieth (30th) 30th day after the Partnership’s Buyer's receipt of the Final Working Capital WorksheetClosing Financial Data specifying in reasonable detail the amount, the Final Net Working Capital nature and the Final Pre-Closing Capital Expenditures Worksheet (such periodbasis of each disputed item, the “Objection Period”), the Partnership will Buyer shall be deemed to have accepted and agreed to the Contributing Parties’ calculation of Closing Working Capital. If Buyer so notifies Seller of its objection to the Final Consideration Adjustment Amount calculation of Closing Working Capital, Buyer and Seller shall, within 30 days (or such agreement will longer period as the parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. Any items in No item forming the Contributing Parties’ calculation basis 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 any adjustments to the Contributing Parties’ calculation Initial Note Amount pursuant to this Section 2.8 shall serve as a basis for any claim or the failure 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 any condition under this Agreement except as to any Disputed Items will be final, binding and conclusiveexpressly provided in this Section 2.8. (cd) If If, at the Partnership and the Contributing Parties do not resolve all Disputed Items by the end conclusion of the Resolution Period, there are any amounts remaining in dispute, then the Partnership, on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee, and the Contributing Parties all amounts remaining in dispute shall submit all unresolved Disputed Items be submitted to the a firm of KPMG LLC, or such other nationally recognized independent public accounting firm to which the parties hereto may agree accountants (the “Accounting Firm”"Neutral Auditors") as soon as practicable following selected by Seller and Buyer within 10 days after the expiration of the Resolution Period. In such eventIf Seller and Buyer are unable to agree on the Neutral Auditors, then each of Seller and Buyer shall have the Partnershipright to request the American Arbitration Association to appoint the Neutral Auditors. Each party agrees to execute, if requested by the Neutral Auditors, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditors shall be borne pro rata as between Seller on behalf the one hand and Buyer on the other, in proportion to the allocation of itself the dollar amount of the amounts remaining in dispute between Seller and Buyer made by the Neutral Auditors such that the prevailing party pays the lesser proportion of the fees and expenses. The Neutral Auditors shall act as an arbitrator to determine, based solely on the provisions of this Section 2.8 and the other Partnership Parties presentations by Seller and acting through the Conflicts CommitteeBuyer, and the Contributing Parties shall submit not by independent review, only those issues still in dispute and only as to the Accounting Firm its calculation of the Final Consideration Adjustment Amount together whether such amounts were arrived at in accordance with detailed supporting documentation as it deems appropriateGAAP or this Agreement. The Accounting Firm Neutral Auditors' determination shall consider only those items be made within 30 days of their selection, shall be set forth in a written statement delivered to Seller and amounts in the Partnership’s Buyer and the Contributing Parties’ respective calculations of the Final Consideration Adjustment Amount that are identified as Disputed Itemsshall be final, binding and conclusive. The scope of term "Final Closing Working Capital" shall mean the Disputed Items definitive Closing Working Capital agreed to (or deemed to be resolved agreed to) by Buyer and Seller in accordance with Section 2.8(c) hereof or the definitive Closing Financial Data resulting from the determinations made by the Accounting Firm shall be limited to correcting mathematical errors and determining whether the items and amounts Neutral Auditors in dispute were determined in compliance accordance with this Section 2.4 2.8(d) (in addition to those items theretofore agreed to by Seller 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 AmountBuyer). (d) Within five (5) Business Days after the Final Consideration Adjustment Amount is finally determined pursuant to this Section 2.4: (i) if the 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 account designated by the Contributing Parties, an amount equal to the Final Consideration Adjustment Amount; (ii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4.

Purchase Price Adjustment. (a) Within ninety One Business Day prior to the Closing Date, Parent shall deliver to Purchaser the following items: (90i) a compiled, combined, consolidating balance sheet of the Non-Fund Entities as of the close of business on the Business Day immediately preceding the Closing Date prepared in accordance with GAAP consistent with the practices used to prepare the 2004 Balance Sheets (the “Estimated Closing Date Balance Sheet”) and an adjusted version of the Estimated Closing Date Balance Sheet, adjusted in accordance with the Pro Forma Calculation Principles, and (ii) a certificate of Parent setting forth Parent’s calculation of the Net Asset Amount as of such date along with a schedule setting forth the components thereof. (b) As promptly as practicable, but no later than 60 days after the Closing Date, the Contributing Parties shall prepare and deliver, or Purchaser will cause to be prepared and delivered, delivered to Parent the Partnershipfollowing items: (i) a worksheet showing compiled, combined, consolidating balance sheet of the components of Net Working Capital Non-Fund Entities as of 11:59 p.m. local time the close of business on the day immediately preceding the Closing Date prepared in accordance with GAAP consistent with the practices used to prepare the 2004 Balance Sheets (the “Final Working Capital WorksheetClosing Date Balance Sheet”) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities and an adjusted version of the Contributed Entities Closing Date Balance Sheet, adjusted in accordance with the Pro Forma Calculation Principles (other than as so adjusted, the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on “Final Closing Date Balance Sheets” and, together with the Final Working Capital Worksheet) as a result of Closing Date Balance Sheet, the transactions contemplated by this Agreement“Closing Balance Sheet”); , and (ii) the Contributing Parties’ a certificate of Purchaser setting forth Purchaser’s calculation of the Net Working Capital based on the Final Working Capital Worksheet (the “Final Net Working Capital”); (iii) Asset Amount as of such date along with a schedule (the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth the Contributing Parties’ calculation of components thereof. The Closing Balance Sheets shall be prepared in accordance with the Pre-Closing Capital Expenditures Amount (same accounting policies and practices used to prepare the “Final Pre-Closing Capital Expenditures Amount”) 2004 Balance Sheets, except as would be inconsistent with GAAP, and (iv) in the Contributing Parties’ calculation case of the Final Consideration Adjustment Amount. In connection with the Contributing Parties’ preparation and delivery of the Final Working Capital WorksheetDate Balance Sheet, 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 subject 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 conclusivePro Forma Calculation Principles. (c) If the Partnership and the Contributing Parties do not resolve all Disputed Items by the end Parent may dispute Purchaser’s calculation of the Resolution Period, then Net Asset Amount (including any aspect of the Partnership, on behalf preparation 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 Closing Balance Sheets) by delivering a notice of KPMG LLC, or such other public accounting firm to which the parties hereto may agree its objection (the “Accounting FirmNet Asset Objection Notice”) as soon as practicable to Purchaser within 30 days following the expiration delivery of the Resolution PeriodClosing Balance Sheets. 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 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 Any Net Asset Objection Notice delivered pursuant to this Section 2.4: (i) if shall specify in reasonable detail the 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 nature and dollar amount of immediately available funds to the account designated by the Contributing Parties, an amount equal to the Final Consideration Adjustment Amount; (ii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4disagreement.

Purchase Price Adjustment. (a) Within ninety (90) Sellers shall deliver to Buyer, four business days after prior to the Closing Date, a statement (the Contributing Parties shall prepare and deliver"Closing Date Statement") setting forth, or cause to be prepared and delivered, to the Partnership: (i) a worksheet showing the components of Net Working Capital as of 11:59 p.m. local time on the day immediately preceding the Closing Date (the “Final Working Capital Worksheet”) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of and after giving effect to the transactions contemplated by this AgreementSection 5.4 and Section 5.8); , the Company's estimated (i) total current assets and (ii) total liabilities, in each case calculated in accordance with United States generally accepted accounting principles ("GAAP") applicable in the Contributing Parties’ calculation preparation of the Net Working Capital based a balance sheet, consistently applied, including provisions for all liabilities relating to post-retirement benefits and separation payments, including, but not limited to those benefits for former employees listed on the Final Working Capital Worksheet (the “Final Net Working Capital”); (iii) a schedule (the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth 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 memorandaSection 3.13(h) of the Contributed EntitiesDisclosure Schedule, (y) cooperate with and including the Contributing Parties employer share of taxes and their Representatives employee benefits related thereto. Such statement shall exclude any income tax asset or liability. The Closing Date Statement delivered on such date shall be accompanied by a certificate of the Chief Financial Officer of the Company stating that, to the best knowledge of such individual, after due inquiry, the Closing Date Statement is accurate in seeking all material respects. The Closing Date Statement shall be used to obtain work papers from calculate the Partnership Closing Date Purchase Price pursuant to Section 2.3(b). Neither the assets of the VEBA nor any liabilities assumed by Sellers and the Contributed Entities pertaining Other Subsidiaries pursuant to the last sentence of Section 5.5(c) shall be included in any 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 Partiesmade under this Section 2.3. (b) The Partnership "Closing Date Purchase Price" paid to Sellers on behalf the Closing Date shall be an amount in cash equal to $300,000,000, as further (i) increased dollar for dollar to the extent that (x) the Company's total current assets exceed (y) the Company's total liabilities or (ii) de- creased dollar for dollar to the extent that (x) the Company's total liabilities exceed (y) the Company's total current assets, calculated in each case as of itself the Closing Date, and in each case as presented on the other Partnership Parties Closing Date Statement pursuant to Section 2.3(a). (c) As soon as practicable, but in no event later than 60 business days following the Closing Date, Buyer shall cause the Company to prepare a statement (the "Post-Closing Statement") setting forth, as of the Closing Date, the Company's actual total current assets and acting through actual total liabilities. The Post-Closing Statement shall be prepared in a manner consistent with the Conflicts Committee may provide requirements of Section 2.3(a) with respect to preparation of the Closing Date Statement. The Designated Stockholder shall be permitted to select up to three representatives, including accountants or financial advisors, and Buyer shall use reasonable efforts to permit such representatives to participate in the preparation of the Post-Closing Statement. It is the intention of the parties that, by permitting such representatives to participate in the preparation of the Post-Closing Statement, Buyer and Sellers will have an opportunity to resolve any differences regarding such Post-Closing Statement on an accelerated basis, provided, however, that determinations regarding the initial Post-Closing Statement delivered to the Designated Stockholder shall be made by Buyer in its sole discretion. Buyer shall deliver a written notice accepting copy of the Final Consideration Adjustment Amount at any time Post-Closing Statement to the Designated Stockholder promptly after it has been prepared. After receipt of the Final Consideration Adjustment AmountPost-Closing Statement, the Designated Stockholder shall have 30 days to review the Post-Closing Statement, together with the work papers used in the preparation thereof. If The Designated Stockholder and its authorized representatives shall have full access to all relevant books and records and employees of the Partnership does not send such an acceptanceCompany, and unless the Partnership on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee delivers during regular business hours, to the Contributing Parties extent required to complete its review of the Post-Closing Statement. Unless the Designated Stockholder delivers 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 to Buyer on or prior to the thirtieth (30th) 30th day after the Partnership’s Designated Stockholder's receipt of the Final Working Capital Worksheet, the Final Net Working Capital Post-Closing Statement specifying in reasonable detail all disputed items and the Final Pre-Closing Capital Expenditures Worksheet (such periodbasis therefor, the “Objection Period”), the Partnership will Sellers shall be deemed to have accepted and agreed to the Contributing Parties’ calculation of Post-Closing Statement, and any further adjustment to the Final Consideration Adjustment Amount and such agreement will Closing Date Purchase Price, to the extent required, shall be final, binding and conclusive. Any items made 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 Partiesaccordance with Section 2.3(e). If the Partnership Designated Stockholder so notifies the Contributing Parties Buyer of its objections objection to the Contributing Parties’ calculation of the Final Consideration Adjustment Amount within the Objection PeriodPost-Closing Statement, the Partnership on behalf of itself Buyer and the other Partnership Parties and acting through the Conflicts Committee and the Contributing Parties Designated Stockholder shall, within thirty (30) 30 days following such notice (the “"Resolution Period”"), attempt to resolve the Disputed Items. Any their differences and any resolution by the Partnership and the Contributing Parties during the Resolution Period them as to any Disputed Items will disputed amounts shall be final, binding and conclusive. (cd) If the Partnership and the Contributing Parties do not resolve all Disputed Items by At the end of the Resolution Period, if the Designated Stockholder and Buyer cannot resolve all remaining differences, then all amounts remaining in dispute shall be submitted to Deloitte & Touche LLP (or, if such firm is unwilling or unable to serve by virtue of a conflict or otherwise, to KPMG Peat Marwick, LLP) (the Partnership"Neutral Auditors"), which shall make a determination as to the Company's total current assets and total liabilities as of the Closing Date based upon (i) all items which are not disputed and (ii) the Neutral Auditors' determination as to all disputed items. Each party agrees to execute, if requested by the Neutral Auditors, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditors shall be borne equally by the Principal Stockholders and Buyer. The Neutral Auditors shall act as an arbitrator to determine, based solely on behalf of itself presentations by the Designated Stockholder and the other Partnership Parties and acting through the Conflicts CommitteeBuyer, and the Contributing Parties not by independent review, only those issues still in dispute. The Neutral Auditors' determination 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 be made within 30 business days following the expiration of the Resolution Period, shall be set forth in a written statement delivered to Sellers and Buyer and shall be final, binding and conclusive. In The term "Final Post-Closing Statement," as hereinafter used, shall mean the definitive Post-Closing Statement agreed to by Buyer and the Designated Stockholder in accordance with Section 2.3(c) or the definitive Post-Closing Statement resulting from the determinations made by the Neutral Auditors in accordance with this Section 2.3(d) (in addition to those items theretofore agreed to by the Designated Stockholder and Buyer). Buyer represents and warrants that neither it nor its affiliates has any significant business relationship with either Deloitte & Touche LLP or KPMG Peat Marwick, LLP, provided, however, that for purposes of such eventrepresentation, each Warburg, Pincus Capital Company, L.P., Warburg, Pincus Capital Partners Liquidation Trusx xxx Warburg, Pincus Investors, L.P. (xxxxxxtively, "Warburg Pincus"), but not their respectixx xxxiliates, shall be deemed affiliates of Buyer for purposes of this paragraph. The Principal Stockholders hereby represent and warrant that no Seller has a significant business relationship with either Deloitte & Touche LLP or KPMG Peat Marwick LLP. The parties hereto agree that neither they nor their affiliates shall engage in any significant business relationship with either Deloitte & Touche LLP or KPMG Peat Marwick LLP until the Final Post-Closing Statement has been agreed to and delivered. Notwithstanding anything to the contrary contained herein, in the event the then existing Neutral Auditor has had any significant business relationship with the Buyer, Sellers, or Warburg Pincus within two years of the Partnershipdate they are requested to resolve any issue under this Agreement, on behalf including, but not limited to, pursuant to Article X of itself this Agreement, the Buyer and the other Partnership Parties and acting through Designated Stockholder shall promptly choose a new nationally recognized accounting firm which has not had a significant business relationship with any of the Conflicts CommitteeSellers, and Buyer or Warburg Pincus within such two year period to serve as the Contributing Parties Neutral Auditor. (e) The sum, as of the Closing Date, of (i) $300,000,000, plus (ii) the Company's total current assets, minus (iii) the Company's total liabilities, based, in each case, upon the Final Post-Closing Statement, is hereinafter referred to as the "Final Purchase Price." Promptly after the Final Post-Closing Statement has been agreed upon, (i) Buyer shall submit pay to Sellers an amount in cash equal to the Accounting Firm its calculation excess, if any, of the Final Consideration Adjustment Amount together with detailed supporting documentation as it deems appropriate. The Accounting Firm Purchase Price over the Closing Date Purchase Price, (ii) Sellers 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 pay 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 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 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 account designated by the Contributing Parties, Buyer an amount in cash equal to the Final Consideration Adjustment Amount; (ii) excess, if any, of the Closing Date Purchase Price over the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative numberPurchase Price, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Closing Date Purchase Price and the Final Consideration Adjustment Amount as finally determined Purchase Price are identical, no further payment shall be made pursuant to this Section 2.4 is equal 2.3(e). Any payment by Buyer or Sellers pursuant to zero, neither clause (i) or (ii) of the Partnership nor preceding sentence shall bear interest from (and including) the Contributing Parties shall have any further obligation under Closing Date through the date of payment at the publicly announced prime interest rate of the Chase Manhattan Bank in effect from time to time for unsecured short-term commercial loans from the Closing Date to (and including) the date immediately preceding the date of such payment. Any adjustments to the Closing Date Purchase Price made pursuant to this Section 2.42.3(e) shall be paid by wire transfer in immediately available funds to an account specified by the party to whom such payment is owed within five business days after the Final Post-Closing Statement is agreed to by Buyer and the Designated Stockholder. (f) For purposes of this Section 2.3, the Closing Date Statement, the Post-Closing Statement and the Final Post-Closing Statement, and all calculations relating thereto, shall be prepared as though MGE were a Company Subsidiary of the Company, and in calculating any amounts, the "Company" shall mean the Company and the Company Subsidiaries, and furthermore, all calculations shall be made on a combined basis for the Company and the Company Subsidiaries, and all such calculations shall include normal year-end adjustments. For purposes of the calculations made pursuant to this Section 2.3, inventories shall be presented net of LIFO reserves in an amount not less than $107,000, which $107,000 must be a reduction to inventory for purposes of GAAP accountings. (g) The parties agree that the Company's total Accounts Receivable set forth on the Final Post-Closing Statement minus total reserves for bad debts relating to Accounts Receivable set forth on the Final Post-Closing Statement shall be referred to herein as the "Closing Date Net Accounts Receivable." The parties agree that subject to the last sentence of this Section 2.3(g), 140 days after the Closing the Buyer will notify the Designated Stockholder as to the amount of (x) the Company's Accounts Receivable shown on the Final Post-Closing Statement which have been collected by the 120th day after the Closing (the "Closing Date Collected Accounts Receivable") plus (y) any Company Accounts Receivable which were written off by the Company as uncollectible bad debts prior to the Closing but which are collected by the Company on or after the Closing and prior to the 120th day after the Closing minus (z) all credit adjustments, including, but not limited to, make-goods, rebates, cash discounts, write-offs and commissions which were applied to the Company's Accounts Receivable existing on the Final Post-Closing Statement (collectively, (x) plus (y) minus (z) shall be referred to as the "Aggregate Collected Accounts Receivable"). To the extent the Aggregate Collected Accounts Receivable exceed the Closing Date Net Accounts Receivable, Buyer shall promptly reimburse the Sellers for such excess amount in immediately available funds. To the extent the Aggregate Collected Accounts Receivable are less than the Closing Date Net Accounts Receivable, the Principal Stockholders shall promptly reimburse the Buyer for such shortfall in immediately available funds. In the event the Final Post-Closing Statement is not completed 140 days after the Closing Date, Buyer and the Designated Stockholder agree that the provisions of this Section 2.3(g) will be implemented 10 days after the Final Post-Closing Statement is completed and not 140 days after the Closing Date. Interest shall be paid on such payment at Chase's prime rate from the Closing Date to the day the payment is made hereunder.

Purchase Price Adjustment. (a) The Purchase Price is premised upon CEM and CPI having as of the Closing Date and delivering to Buyer an aggregate Working Capital of Zero Dollars ($0) (the “Working Capital Amount”). Accordingly, the Purchase Price shall be (i) increased by the amount, if any, by which the aggregate Working Capital of CEM and CPI as of the Closing Date is greater than the Working Capital Amount, or (ii) decreased by the amount, if any, by which the aggregate Working Capital of CEM and CPI as of the Closing Date is less than the Working Capital Amount. Any such adjustment to the Purchase Price shall be effected in accordance with this Section 3.3 (the “Adjustment”). (b) Seller agrees to prepare and deliver to Buyer at least five (5) Business Days prior to the Closing Date an unaudited consolidated balance sheet and income statement for each of CEM and CPI reflecting the financial condition of each of CEM and CPI as of the most recent month end prior to the Closing Date, together with a statement setting forth (i) the estimated aggregate Working Capital of CEM and CPI as of the Closing Date and (ii) the Adjustment, if any, pursuant to clauses (i) and (ii) of Section 3.3(a), above (the “Initial Closing Statement”). Within ninety sixty (9060) days after the Closing Date, the Contributing Parties Buyer shall prepare and deliverdeliver to Seller an unaudited consolidated balance sheet and income statement reflecting the financial condition of each of CEM and CPI as of the Closing Date, or cause to be prepared and delivered, to the Partnership: together with a statement setting forth (i) a worksheet showing the components of Net aggregate Working Capital of CEM and CPI as of 11:59 p.m. local time on the day immediately preceding the Closing Date (the “Final Working Capital Worksheet”) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); and (ii) the Contributing Parties’ calculation Adjustment, if any, pursuant to clauses (i) and (ii) of the Net Working Capital based on the Final Working Capital Worksheet Section 3.3(a) above (the “Final Net Working CapitalClosing Statement”); (iii) . The Initial Closing Statement and the Closing Statement shall be prepared in a schedule (manner consistent with the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth the Contributing Parties’ calculation application of the Pre-Closing Capital Expenditures Amount (the “Final Pre-Closing Capital Expenditures Amount”) accounting principles, practices and (iv) the Contributing Parties’ calculation procedures 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 Financial Statements and the calculation provisions 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 conclusivethis Agreement. (c) If the Partnership Initial Closing Statement sets forth an aggregate Working Capital of CEM and CPI greater than the Contributing Parties do not resolve all Disputed Items by Working Capital Amount and a corresponding upward adjustment to the end of the Resolution PeriodPurchase Price, then the PartnershipPurchase Price payable on the Closing Date shall be increased by an amount equal to such Adjustment. If the Initial Closing Statement sets forth the aggregate Working Capital of CEM and CPI less than the Working Capital Amount and a corresponding downward adjustment to the Purchase Price, then the Purchase Price payable on behalf the Closing Date shall be decreased by an amount equal to such Adjustment. If the aggregate Working Capital of itself CEM and CPI as set forth on the Closing Statement is different than that included on the Initial Closing Statement, then (i) to the extent that the Working Capital on the Closing Statement is greater than the Working Capital on the Initial Closing Statement, Buyer shall pay to Seller an amount equal to the absolute value of such difference, and (ii) to the extent that the Working Capital on the Closing Statement is less than the Working Capital on the Initial Closing Statement, Seller shall pay to Buyer an amount equal to the absolute value of such difference, subject to Section 3.3(d) below. In each case, such payment shall be made in cash in immediately available funds within twenty (20) days after the date the Closing Statement becomes final under Section 3.3(d). The Purchase Price shall be deemed to be increased or decreased (as the case may be) by the amounts calculated under this Section 3.3(c). The Parties agree that for Income Tax and all other Partnership Tax purposes, the Parties shall and acting through shall cause their Affiliates to calculate and timely report such increase or decrease with respect to CPI and CEM on a separate entity basis. The Parties shall promptly agree upon revisions to all of the Conflicts Committeeallocations prepared pursuant to Section 6.9(a) to reflect such increase or decrease, and the Contributing Parties shall submit all unresolved Disputed Items and shall cause their Affiliates to not take a position on any Tax Return, with any Tax authority, or otherwise that is inconsistent with such calculations and revised allocations, except to the firm extent specifically required pursuant to this Agreement. (d) Each Party shall make available to the other Party its work papers used to prepare its respective closing statement, and shall cooperate with the other Party in connection with the preparation thereof. Seller shall notify Buyer in writing within twenty (20) days after receipt by Seller of KPMG LLCthe Closing Statement of any objection to the items set forth therein, which notice shall include a reasonably detailed explanation of the reasons for each objection by Seller (an “Objection Notice”), provided, that the Seller may only object to the items contained in the Closing Statement to the extent any such item was not prepared in accordance with this Agreement or contains mathematical errors. Any item not so objected to by Seller shall be conclusively deemed to have been approved by Seller and shall be conclusive and binding upon the Parties. If the Parties are unable to resolve such other public accounting firm to which dispute within thirty (30) days after the parties hereto may date of receipt by Seller of the Closing Statement, then Buyer and Seller shall agree upon and designate an Independent Accounting Firm (the “Designated Independent Accounting Firm”) as soon as practicable following and the expiration Designated Independent Accounting Firm shall, within fifteen (15) days of its appointment, make a final and binding determination solely of the Resolution Periodmatters that remain in dispute and were properly included in the Objection Notice, and, based on such resolution, a final and binding determination of the Adjustment amount, if any. In such eventIf Buyer and Seller are unable to agree upon a Designated Independent Accounting Firm, then each of the Partnership, on behalf of itself Buyer and Seller shall designate one Independent Accounting Firm and the other Partnership Parties and acting through two Independent Accounting Firms so selected shall, within ten (10) days after the Conflicts Committeedate on which the later of the two Independent Accounting Firms are appointed, appoint a third Independent Accounting Firm (the “Third Independent Accounting Firm”) and the Contributing Parties shall submit to Third Independent Accounting firm shall, within fifteen (15) days of its appointment, make a final and binding determination solely of the matters that remain in dispute and were properly included in the Objection Notice, and, based on such resolution, a final and binding determination of the Adjustment amount, if any. The Designated Independent Accounting Firm its calculation of or the Final Consideration Adjustment Amount together with detailed supporting documentation Third Independent Accounting Firm, as it deems appropriate. The the case may be, shall act on the following basis: such Independent Accounting Firm shall consider only those items act as an expert and amounts not as an arbitrator; its terms of reference shall be to determine the appropriate Adjustment within fifteen (15) days of its appointment, having strict regard to the application of the terms of this Agreement to the same (and, for the avoidance of doubt, disregarding other means of calculating the same, to the extent that such means are inconsistent with or not provided for in the Partnership’s this Agreement); Buyer and Seller shall each provide such Independent Accounting Firm with all such information as it reasonably requires 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 Independent Accounting Firm shall be limited to correcting mathematical errors base its decision solely on such written submissions by Buyer and determining whether the items Seller and amounts in dispute were determined in compliance with this Section 2.4 and the their respective representatives; such Independent Accounting Firm is shall not to make hold any hearings, hear any oral testimony or otherwise seek or require any other determination. In resolving any Disputed Item, the Accounting Firm evidence and it may not assign a value to any item greater than the greatest value for such item claimed by either Party or less smaller than the smallest value for such item claimed by either Party. The Partnership final written determination of such Independent Accounting Firm shall (in the absence of fraud or manifest error) be conclusive and binding on the Parties. The Independent Accounting Firms shall not have the power to amend or modify any terms of this Agreement. The costs of the Independent Accounting Firms shall be borne pro rata by Seller and Buyer in proportion to the difference between the Designated Independent Accounting Firm’s or the Third Independent Accounting Firm’s, as the case may be, final determination of any Adjustment amount and each of Buyer’s and Seller’s determination of such Adjustment amount. For example, if Buyer calculated an Adjustment amount of $100,000, Seller calculated an Adjustment amount of $50,000 and the Contributing Parties shall use their respective commercially reasonable efforts to cause the Designated Independent Accounting Firm to resolve or the Third Independent Accounting Firm, as the case may be, calculated an Adjustment amount of $60,000, Buyer would pay that portion of the Independent Accounting Firms’ fees determined by dividing $40,000 ($100,000 - $60,000) by $50,000 ($100,000 - $50,000) (i.e., 80%) and Seller would pay the remaining 20% of such dispute fees. (e) Any disputed amounts or any amounts not paid within thirty five (305) days of when due and owing, plus interest thereon at the Default Interest Rate which shall have accrued from the due date until the date of payment, shall be paid in accordance with Section 3.3(c) above within ten (10) days after the date on which the Designated Independent Accounting Firm receives or the Third Independent Accounting Firm, as the case may be, provides to both Parties its final written determination pursuant to Section 3(d) above. In addition, any amount not paid within ten (10) days of when due if not disputed in accordance with Section 3.3(d) above shall accrue interest at the Default Interest Rate. (f) Each of the Parties agrees and undertakes to the other to provide all reasonable access, necessary data and information, and to assist in 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 referred 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 Amount3.3. (d) Within five (5) Business Days after the Final Consideration Adjustment Amount is finally determined pursuant to this Section 2.4: (i) if the 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 account designated by the Contributing Parties, an amount equal to the Final Consideration Adjustment Amount; (ii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4.

Purchase Price Adjustment. (a) Within ninety (90) days after Determination of Net Worth. As used herein, the "Net Worth" of --- -------------------------- --------- the Company as of any particular date shall mean an amount equal to the tangible net worth of the Company and its consolidated Subsidiaries determined by subtracting total liabilities of the Company and its consolidated Subsidiaries as at such date from the total tangible assets of the Company and its consolidated Subsidiaries as at such date, in each case as shown on the balance sheet of the Company as at such date; provided, however, that for -------- ------- the purposes of the Preliminary Closing Balance Sheet and Audited Closing Balance Sheet, Net Worth shall be calculated for the period from January 31, 1997 to the Closing Date, using the Contributing Parties depreciation methods set forth on Schedule -------- 1.2(b). ------ (b) Preparation of Closing Adjusted Net Worth Schedule. As soon as --- -------------------------------------------------- practicable, the Sellers or their designee shall prepare (based on data and deliverfinancial statements supplied by the Company) on a basis consistent with the preparation of the Balance Sheet (as defined in Section 4.4) and as contemplated by Schedule 1.2(b), or cause to be prepared and delivered, deliver to the Partnership: (i) Buyer and Coopers & --------------- Xxxxxxx L.L.P., a worksheet showing consolidated balance sheet of the components of Net Working Capital Company as of 11:59 p.m. local time the close of business on the day immediately preceding the Closing Date (the “Final Working Capital Worksheet”) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement"Preliminary Closing Balance Sheet"); (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 forth 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 The --------------------------------- Sellers shall cause the Contributed Entities toPreliminary Closing Balance Sheet to be audited by Coopers & Xxxxxxx L.L.P. (the "Audited Closing Balance Sheet") which firm ----------------------------- shall deliver an opinion stating that the Audited Closing Balance Sheet presents fairly, in all material respects, the financial position of the Company and its consolidated Subsidiaries at the Closing Date in accordance with GAAP applied on a basis consistent with the Balance Sheet. The Preliminary Closing Balance Sheet and the Audited Closing Balance Sheet shall (i) not include (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) assets of the Contributed EntitiesCompany or any Subsidiary and the liabilities relating thereto set forth in Schedule 1.2(b) (the "Excluded --------------- -------- Assets and Liabilities"), (y) cooperate any expenses, amounts or prepayment penalties ---------------------- incurred in connection with the Contributing Parties and their Representatives in seeking to obtain work papers from the Partnership and the Contributed Entities pertaining to the calculation prepayment or repayment of any indebtedness 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 Company or any Subsidiary 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 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 except 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 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 account designated by the Contributing Parties, an amount equal to the Final Consideration Adjustment Amount; (ii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4.any

Purchase Price Adjustment. (a) Within ninety (90) 60 days after following the Closing Date, the Contributing Parties shall Parent will prepare and deliver, deliver or cause to be prepared and delivereddelivered to Purchaser, to a working capital statement for the Partnership: (i) a worksheet showing Acquired Assets and the components of Net Working Capital Assumed Liabilities as of 11:59 p.m. local time the close of business on the day immediately preceding the Closing Date (the “Final "Closing Working Capital Worksheet”) Statement"), audited --------------------------------- by Xxxxxx Xxxxxxxx, independent accountants for Parent, setting forth an itemized calculation of the current assets included in the Acquired Assets or owned by the Transferred Subsidiaries as of the Closing Date and the current liabilities included in the Assumed Liabilities (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or including for this purpose liabilities of the Contributed Entities Transferred Subsidiaries for Taxes (other than the elimination Combined Income Taxes)). The excess of debt such current assets over such current liabilities, as a result of Section 5.4 so that such debt shall not be treated as outstanding reflected on the Final Working Capital WorksheetStatement, will be referred to herein as the "Closing Working Capital". The Closing Working Capital Statement shall be ----------------------- prepared in accordance with U.S. GAAP and on a basis consistent with the U.S. GAAP principles, procedures and elections used in the Financial Statements, as modified by the principles, procedures and elections set forth in Exhibit B hereto (the "Working Capital Principles"). Notwithstanding the foregoing, (i) as a result -------------------------- the amount of the transactions contemplated by this Agreement); trade accounts receivable for the purposes of determining the Closing Working Capital shall be $120,000,000 and (ii) the Contributing Parties’ calculation Closing Working Capital Statement will not reflect any accrual for additional matching contributions within the meaning of the Net Working Capital based on the Final Working Capital Worksheet (the “Final Net Working Capital”); (iiiapplicable Parent 401(k) a schedule (the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth 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 PartiesPlan. (b) The Partnership on behalf Following the receipt by Purchaser of itself the Closing Working Capital Statement, Purchaser and its advisors and accountants shall have 45 days to review the Closing Working Capital Statement. Purchaser shall have full access to all information used by Parent in preparing the Closing Working Capital Statement, including the books and records and the other Partnership Parties work papers of Parent's accountants (subject to the reviewing party executing any customary access letters required by Parent's accountants). The Closing Working Capital Statement will become final and acting through binding upon the Conflicts Committee may provide parties on the 45th day following delivery thereof, unless Purchaser delivers 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 "Dispute ------- Notice") to Parent prior to 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 date which specifies in reasonable detail any specific items in the Contributing Parties’ calculation of ------ amount by which and the Final Consideration Adjustment Amount disputed by reasons why Purchaser thinks the Partnership (each, a “Disputed Item”) and a written statement setting forth current assets or current liabilities reflected on 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 Closing Working Capital Worksheet, the Final Net Working Capital and the Final Pre-Closing Capital Expenditures Worksheet (such period, the “Objection Period”Statement either contain mathematical errors or were not prepared in accordance with Section 2.3(a), 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 PeriodPurchaser delivers a Dispute Notice in accordance with Section 2.3(b), then the Partnershipparties shall, during the 30-day period beginning on behalf the receipt by Parent of itself the Dispute Notice (the "Review Period"), seek in good ------------- faith to resolve in writing any differences which they may have with respect to the matters specified in the Dispute Notice. If Purchaser and Parent are unable to resolve all of the other Partnership Parties objections of Purchaser within such 30-day period, then Purchaser and acting through the Conflicts Committee, and the Contributing Parties Parent shall submit all such unresolved Disputed Items objections to the firm Washington, D.C. office of KPMG LLC, or such other public accounting firm to which the parties hereto may agree Deloitte & Touche LLP (the “Accounting Firm”) as soon as practicable following the expiration of the Resolution Period"Third Party Accountants"). In such event, each of the Partnership, on behalf of itself Purchaser ----------------------- 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 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 Parent shall use their respective commercially reasonable efforts to cause the Accounting Firm Third Party Accountants to resolve such render a final, binding decision resolving the matters in dispute within thirty (30) 60 days after following the date on which submission of such matter to the Accounting Firm receives the calculations of the Final Consideration Adjustment Amount submitted by the Partnership and the Contributing PartiesThird Party Accountants. The determination of the Accounting Firm shall Third Party Accountants will be conclusive final and binding on Parent and Purchaser and judgment may be entered upon the Parties and shall not determination of the Third Party Accountants in any court having jurisdiction over the party against which such determination is to be subject to appeal or further review absent manifest errorenforced. The fees, costs and expenses of the Accounting Firm will Third Party Accountants (i) shall be shared equally borne by Purchaser in the proportion that the - aggregate dollar amount of all such disputed items so submitted that are unsuccessfully disputed by Purchaser (as finally determined by the Parties. The Parties agree Third Party Accountants) bears to the aggregate dollar amount of such items so submitted and (ii) shall be borne by Parent in the proportion that the procedures set forth in this Section 2.4 shall be aggregate dollar amount -- of such disputed items so submitted that are successfully disputed by Purchaser (as finally determined by the sole and exclusive method for resolving disputes regarding Third Party Accountants) bears to the determination aggregate dollar amount of the Final Consideration Adjustment Amountall such items so submitted. (d) Within five (5) Business Days 10 days after the Final Consideration Adjustment Amount is finally determined first to occur of (i) the Closing Working - Capital Statement becoming final pursuant to this Section 2.42.3(b) or (ii) the parties -- reaching agreement pursuant to Section 2.3(c) or (iii) the Third Party --- Accountants rendering their decision pursuant to Section 2.3(c), a final adjustment to the Purchase Price will be made as follows: (iA) if it is determined that the Final Consideration Adjustment Amount as finally determined pursuant Closing Working Capital is equal to this Section 2.4 is a positive amount$200,000,000, the Partnership shall promptly deliver then no adjustment will be made to the Contributing PartiesPurchase Price; (B) if it is determined that the Closing Working Capital is less than $200,000,000, then the Purchase Price will be reduced by an amount equal to the difference between $200,000,000 and the Closing Working Capital, and Parent will pay to Purchaser, by wire transfer of immediately available funds to the account designated by the Contributing Partiesfunds, an amount equal to such difference, plus interest at LIBOR plus 150 basis points on such amount from the Final Consideration Adjustment Amount;Closing Date through the date of payment; or (iiC) if it is determined that the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 Closing Working Capital is a negative numbermore than $200,000,000, then the Contributing Parties shall promptly deliver Purchase Price will be increased by an amount equal to the Partnership Partiesexcess of the Closing Working Capital over $200,000,000, and Purchaser will pay to Parent, by wire transfer of immediately available funds to the account designated by the Partnership Parties funds, an amount equal to such excess, plus interest at LIBOR plus 150 basis points on such amount from the lesser Closing Date through the date of absolute value payment. (e) Purchaser Indemnitees' rights to indemnification pursuant to Article VIII (and any limitations on such rights) shall not be deemed to limit, supersede or otherwise affect Purchaser's right to a full adjustment of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined Purchase Price pursuant to this Section 2.4 is equal 2.3, provided that Purchaser shall not -------- be entitled to zero, neither the Partnership nor the Contributing Parties shall have any further obligation be indemnified under this Section 2.4.Article VIII for

Purchase Price Adjustment. (a) Within ninety (90) As soon as practicable, but not later than 30 days after the Closing Date, the Contributing Selling Parties shall prepare and deliver, or cause to be prepared and delivered, to provide the Partnership: Purchasing Parties with (i) a worksheet showing the components unaudited consolidated financial statements of Net Working Capital AAI as of 11:59 p.m. local time on the day immediately preceding the Closing Date (the “Final Working Capital WorksheetClosing Date Financial Statements”) (provided that), such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (ii) the Contributing Parties’ calculation a statement of consolidated Working Capital of AAI as of the Net Working Capital based on the Final Working Capital Worksheet Closing Date (the “Final Net Statement of Working Capital”); , setting forth a true, correct and complete description of each of the components making up the Working Capital as of the Closing Date and setting forth in reasonable detail the calculation of the Working Capital and (iii) a schedule statement of earnings before income taxes, depreciation and amortization (“EBITDA”) of AAI, on a consolidated basis, for the 12-month period ending December 31, 2006 (the “Final Pre-Closing Capital Expenditures WorksheetEBITDA Statement”) ), setting forth the Contributing Parties’ calculation a true, correct and complete description of each of the Pre-Closing Capital Expenditures Amount (the “Final Pre-Closing Capital Expenditures Amount”) components making up EBITDA as of December 31, 2006 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 setting forth in reasonable detail the calculation of EBITDA as of December 31, 2006. The Statement of Working Capital and the Final Consideration Adjustment AmountEBITDA Statement shall be based on a consolidated balance sheet of AAI prepared in accordance with generally accepted accounting principles applied in a consistent manner throughout the period specified (“GAAP”) using the same methodology as was used to prepare the AAI Financial Statements, subject to the Partnership shallprovisions of Section 7.2, and shall cause the Contributed Entities to, Preliminary Statement of Working Capital (xincluding with respect to the $446,453.00) permit without regard to any effects of the Contributing transactions related to the Closing. The Purchasing Parties and their Representatives independent auditors and other representatives shall have the right to have reasonable review and to verify the Statement of Working Capital and the EBITDA Statement when received, and the Selling Parties shall provide the Purchasing Parties with access to the books, records and other documents (including internal work all related working 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 Purchasing Parties and acting through the Conflicts Committee may provide a written notice accepting the Final Consideration Adjustment Amount at any time after shall have 30 days following receipt by them of the Final Consideration Adjustment Amount. If the Partnership does not send such an acceptance, and unless the Partnership on behalf Statement 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 PreEBITDA Statement during which to dispute the Statement of Working Capital and the EBITDA Statement. The Purchasing Parties shall notify the Selling Parties of any dispute regarding those statements by delivering written notice to the Selling Parties, which shall specifically describe each line item of the Statement of Working Capital and the EBITDA Statement in dispute and the reasons for the dispute. If the Purchasing Parties fail to notify the Selling Parties in writing of any such dispute within that 30-Closing Capital Expenditures Worksheet (such day period, the Statement of Working Capital and the EBITDA Statement shall be final and binding on both the Purchasing Parties and the Selling Parties and shall be the “Objection PeriodFinal Statement”), 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 Purchasing Parties timely notify the Contributing Selling Parties of its objections to a dispute, and the Contributing Parties’ calculation Selling Parties and the Purchasing Parties cannot resolve the dispute within 20 days after receipt by the Selling Parties of the Final Consideration Adjustment Amount within the Objection Periodnotice, the Partnership on behalf of itself dispute shall be resolved by an independent accounting firm mutually agreed to by Maxco and the other Partnership Parties and acting through the Conflicts Committee and the Contributing Parties shall, within thirty (30) days following such notice Quanex (the “Resolution PeriodIndependent Accounting Firm”), attempt . Maxco and Quanex shall cause the Independent Accounting Firm to resolve make its determination as promptly as practicable and in any event within 45 days after the Disputed Itemssubmission of the dispute to the Independent Accounting Firm. Any resolution The determination of the Independent Accounting Firm shall be limited only to the matters in dispute and shall be final and binding on all Parties. The fees and expenses of the Independent Accounting Firm shall be shared equally by the Partnership Purchasing Parties, on the one hand, and the Contributing Selling Parties, on the other hand. In the event of a dispute, the Statement of Working Capital and the EBITDA Statement, as modified in writing by the Purchasing Parties during and the Resolution Period as to any Disputed Items will Selling Parties, or by the Independent Accounting Firm, shall be final, binding and conclusivethe “Final Statement”. (c) If the Partnership and the Contributing Parties do not resolve all Disputed Items by the end Working Capital as of the Resolution PeriodClosing Date, as set forth in the Final Statement, exceeds the Working Capital set forth in the Preliminary Statement of Working Capital, then the PartnershipClosing Purchase Price, 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 as adjusted pursuant to the firm of KPMG LLC, or such other public accounting firm to which the parties hereto may agree this Section 2.4(b) (the “Accounting FirmAdjusted Purchase Price”) shall be increased by that excess. If the Working Capital, 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 set forth in 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 the Accounting Firm Statement, 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 Working Capital set forth in the Preliminary Statement of Working Capital, then the Adjusted Purchase Price shall be decreased by that deficit. Furthermore, if the EBITDA as of December 31, 2006, as set forth in the EBITDA Statement, is less than $9,600,000 (after adding back any adjustment included in the Final Statement related to the vacation policy amendment by AAI described in Section 7.2), then the Purchase Price shall be decreased by that deficit, but there shall be no further adjustment to the Adjusted Purchase Price if the EBITDA exceeds $9,600,000. After the adjustments described in this Section 2.4 2.4(c), if the Adjusted Purchase Price exceeds the Closing Purchase Price, then the Purchasing Parties shall be pay the sole Sellers an amount equal to that excess, and exclusive method for resolving disputes regarding if the determination of Adjusted Purchase Price is less than the Final Consideration Adjustment AmountClosing Purchase Price, then the Selling Parties shall pay the Purchaser an amount equal to that deficit. (d) Within five (5) Business Days after the Final Consideration Adjustment Amount is finally determined Any payment to be made pursuant to this Section 2.4: (i2.4(c) if the 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, be made by wire transfer of immediately available funds within five Business Days after the date on which the Statement of Working Capital and the EBITDA Statement become the Final Statement (either upon expiration of the 30-day period referred to in Section 2.4(b) or resolution of any dispute with respect to the account designated by Statement of Working Capital or the Contributing PartiesEBITDA Statement), in an amount equal to the Final Consideration Adjustment Amount; (ii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 2.4(c), together with interest on that amount from the Closing Date through the date the payment is a negative numbermade, then at the Contributing average prime lending rate for the 30-day period before the date of the payment as announced by Citibank, N.A. (e) From and after the Closing Date, the Purchaser will cooperate with the Selling Parties in the preparation of the Closing Date Financial Statements and the Statement of Working Capital and will permit Transferred Employees having primary responsibility for the preparation of financial statements to assist the Selling Parties in the preparation of the Closing Date Financial Statements and the Statement of Working Capital. The Selling Parties shall promptly deliver to be responsible for the Partnership Parties, by wire transfer costs and expenses of immediately available funds to the account designated preparation of the Closing Date Financial Statements and Statement of Working Capital and shall reimburse the Purchasers for any costs or expenses incurred by the Partnership Purchasing Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation in connection with their obligations under this Section 2.42.4(e), including reimbursement for overhead expenses allocable to those obligations. For purposes of the foregoing sentence, overhead expenses shall include compensation paid or payable to a Purchasing Party’s employees (including employee benefits).

Purchase Price Adjustment. (a) For purposes of determining the aggregate cash amount to be paid by the Purchaser to the Seller at the Closing pursuant to Section 2.1, the Seller has prepared and delivered to the Purchaser a statement setting forth in reasonable detail the Seller’s estimate of Working Capital of the Business (the “Estimated Working Capital”), as of 11:59 p.m. Eastern Time on the Closing Date. (b) The consideration payable at the Closing (the “Closing Cash Consideration”) shall be an amount equal to (i) Base Cash Consideration and (ii) (A) if Estimated Working Capital exceeds the Target Working Capital, plus an amount equal to the lesser of (1) the amount by which Estimated Working Capital exceeds the Target Working Capital and (2) $1,000,000.00 or (B) if the Target Working Capital exceeds the Estimated Working Capital, minus an amount equal to the lesser of (1) the amount by which Target Working Capital exceeds the Estimated Working Capital and (2) $1,000,000.00. (c) Within ninety (90) 60 days after the Closing Date, the Contributing Parties shall prepare and deliverSeller will prepare, or cause to be prepared prepared, and delivered, deliver to the Partnership: Purchaser a statement (ithe “Statement of Working Capital”) a worksheet showing setting forth the components Seller’s calculation of Net the Working Capital Capital, in each case as of 11:59 p.m. local time Eastern Time on the day immediately preceding the Closing Date (the “Final Working Capital Worksheet”) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (ii) the Contributing Parties’ calculation of the Net Working Capital based on the Final Working Capital Worksheet (the “Final Net Closing Working Capital”); . (iiid) a schedule Upon receipt from the Seller, the Purchaser shall have 60 days to review the Statement of Working Capital (the “Final Pre-Closing Capital Expenditures WorksheetReview Period”) setting forth the Contributing Parties’ calculation ). The Purchaser may engage an accounting firm at its sole expense to assist in its review of the Pre-Statement of Working Capital. During the period from the Closing Capital Expenditures Amount (through the “Final Pre-Closing Capital Expenditures Amount”) and (iv) the Contributing Parties’ calculation end of the Final Consideration Adjustment Amount. In Review Period, the Purchaser and its Representatives will be permitted to review the Seller’s work papers, and other books and records of the Seller that are relevant to such calculations, and will have reasonable access, upon prior reasonable written request (for this purpose, email will be sufficient) during regular business hours, to the Seller’s personnel in connection with the Contributing Parties’ preparation and delivery review of the Final Statement of Working Capital Worksheet, and the Final Net calculation of Closing Working Capital. If the Purchaser disagrees with the Seller’s computation of Closing Working Capital, the Final Pre-Closing Capital Expenditures Worksheet and the calculation of the Final Consideration Adjustment AmountPurchaser may, 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) last day after the Partnership’s receipt of the Final Working Capital WorksheetReview Period, deliver a notice to the Final Net Working Capital and the Final Pre-Closing Capital Expenditures Worksheet Seller (such period, the “Objection PeriodNotice of Objection”), which sets forth its objections to the Partnership will Seller’s calculation of Closing Working Capital; provided, however, that the Notice of Objection shall include only objections based on (i) non-compliance with the Accounting Principles, or (ii) mathematical or factual errors in the computation of Closing Working Capital. Any Notice of Objection shall specify those items or amounts with which the Purchaser disagrees, together with a detailed explanation of the reasons for disagreement with each such item or amount, and shall set forth the Purchaser’s calculation of Closing Working Capital based on such objections. To the extent not set forth in the Notice of Objection, the Purchaser shall be deemed to have agreed with the Seller’s calculation of all other items and amounts contained in the Statement of Working Capital. (e) Unless the Purchaser delivers the Notice of Objection to the Seller within the Review Period, the Purchaser shall be deemed to have accepted and agreed to the Contributing Parties’ Seller’s calculation of Closing Working Capital and the Final Consideration Adjustment Amount and such agreement will Statement of Working Capital shall be final, conclusive and binding and conclusive. Any items in on 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 Partiesparties hereto. If the Partnership so notifies Purchaser delivers the Contributing Parties Notice of its objections Objection to the Contributing Parties’ calculation of the Final Consideration Adjustment Amount Seller within the Objection Review Period, the Partnership on behalf of itself Seller and the other Partnership Parties and acting through the Conflicts Committee and the Contributing Parties Purchaser shall, within thirty (30) during the 30 days following such notice delivery or any mutually agreed extension of such time period, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Closing Working Capital. If, at the end of such period or any mutually agreed extension thereof, the Purchaser and the Seller are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to BDO USA, LLP (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 FirmIndependent Expert”) as soon as practicable following the expiration of the Resolution Period. In or, if such eventfirm is unwilling or unable so to act, each of the Partnership, on behalf of itself Purchaser and the other Partnership Parties Seller shall select one such firm and acting through those two firms shall select a third firm, which third firm shall be the Conflicts Committee“Independent Expert.” The parties shall instruct the Independent Expert promptly to determine, solely with respect to the disputed items set forth in the Notice of Objection that remain unresolved as of the submission to the Independent Expert, whether and to what extent, if any, the Closing Working Capital set forth in the Statement of Working Capital requires adjustment pursuant to this Section 2.2. The Independent Expert shall base its determination solely on written submissions by the Purchaser and the Contributing Parties Seller (and the terms of this Agreement) and not on an independent review. The Purchaser and the Seller shall submit make available to the Accounting Firm Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. The parties shall request that the Independent Expert deliver to the Purchaser and the Seller, as promptly as practicable but in no event later than 45 days after its retention, a written report that sets forth its resolution of the disputed items and amounts and its calculation of Closing Working Capital; provided, however, that with respect to each disputed item in relation to the Final Consideration Adjustment Amount together computation of the Closing Working Capital, the Independent Expert shall adopt the position of either the Seller or the Purchaser with detailed supporting documentation as it deems appropriaterespect to such item. The Accounting Firm shall consider only those items and amounts in the Partnership’s and the Contributing Parties’ respective calculations decision 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 Independent Expert 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 the Accounting Firm is not to make any other determination. In resolving any Disputed Itemfinal, 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 on the Parties and shall not be subject to appeal or further review absent manifest errorparties. 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 Independent Expert shall be allocated between the sole and exclusive method for resolving disputes regarding parties based upon the determination percentage which the portion of the Final Consideration Adjustment Amountcontested amount not awarded to each party bears to the amount actually contested by such party. (df) Within five (5) three Business Days after the Final Consideration Adjustment Amount is Closing Working Capital has been finally determined pursuant to this Section 2.42.2: (i) if Closing Working Capital exceeds Estimated Working Capital, and Estimated Working Capital exceeded Target Working Capital for purposes of Section 2.2(b), the Final Consideration Adjustment Amount Purchaser shall pay to Seller, in the manner and with interest as finally determined provided in Section 2.2, an amount of cash equal to the lesser of (1) the excess of Closing Working Capital over Estimated Working Capital and (2) the excess of $5,000,000 over Estimated Working Capital (or, if there is no such excess, zero); or (ii) if Closing Working Capital exceeds Estimated Working Capital, and Target Working Capital exceeded Estimated Working Capital for purposes of Section 2.2(b), the Purchaser shall pay to Seller, in the manner and with interest as provided in Section 2.2, an amount of cash equal to the sum of (1) the excess of Closing Working Capital over Target Working Capital (or, if less, $1,000,000) and (2) the excess of Target Working Capital over Estimated Working Capital (or, if less, $1,000,000); or (iii) if Closing Working Capital is less than Estimated Working Capital, and Estimated Working Capital exceeded Target Working Capital for purposes of Section 2.2(b), the Seller shall pay to Purchaser, in the manner and with interest as provided in Section 2.2, an amount of cash equal to sum of (1) the excess of Target Working Capital over Closing Working Capital (or, if less, $1,000,000) and (2) the excess of Estimated Working Capital over Target Working Capital (or, if less, $1,000,000); or (iv) if Closing Working Capital is less than Estimated Working Capital, and Target Working Capital exceeded Estimated Working Capital for purposes of Section 2.2(b), the Seller shall pay to Purchaser, in the manner and with interest as provided in Section 2.2, an amount of cash equal to the lesser of (1) the excess of Estimated Working Capital over Closing Working Capital and (2) the excess of Estimated Working Capital over $3,000,0000 (or if there is no such excess, zero). (g) Any payment required to be made pursuant to this Section 2.4 is a positive amount, 2.2(f) shall be made by the Partnership shall promptly deliver party required to the Contributing Parties, make such payment by wire transfer of immediately available funds to the an account designated in writing by the Contributing Parties, an party entitled to receive such payment at least one Business Day prior to such transfer. The amount of any such payment shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the Final Consideration Adjustment Amount; (ii) if “prime rate” as published in the Final Consideration Adjustment Amount as finally determined pursuant Wall Street Journal, Eastern Edition, in effect from time to this Section 2.4 is time during the period from the Closing Date to but excluding the date of payment. Such interest shall be calculated daily on the basis of a negative numberyear of 365 days and the actual number of days elapsed, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4without compounding.

Purchase Price Adjustment. (ai) Within ninety (90) days after Prior to the Closing Date, the Contributing Parties Sellers’ Representative prepared and delivered to the Purchaser a statement (the “Preliminary Net Working Capital Certificate”) setting forth in reasonable detail its estimate of Net Working Capital (the “Preliminary Net Working Capital”) as of the close of business on the Closing Date and the calculations supporting the Sellers’ Representative’s estimate. The Preliminary Net Working Capital shall be calculated on a basis consistent with GAAP applied consistently with the Companies’ historical accounting practices and the principles set forth on Schedule 1.2(c)(i), and Net Working Capital shall include only the components of current assets and current liabilities of each of the respective Companies as have been agreed to by the parties hereto reflected on Schedule 1.2(c)(i). (ii) Within sixty (60) days following the Closing Date, the Purchaser shall prepare and deliver, or cause to be prepared and delivered, deliver to the Partnership: Sellers’ Representative a statement (ithe “Closing Statement”) a worksheet showing the components setting forth in reasonable detail its calculation of (1) Net Working Capital as of 11:59 p.m. local time the close of business on the day immediately preceding Closing Date, and calculated on a basis consistent with GAAP applied consistently with the Companies’ historical accounting practices and the principles set forth on Schedule 1.2(c)(i), and Net Working Capital shall include only the components of current assets and current liabilities of each of the respective Companies as have been agreed to by the parties hereto reflected on Schedule 1.2(c)(i), (2) actual Transaction Expenses as of the close of business on the Closing Date and (3) actual Funded Indebtedness as of the “Final Working Capital Worksheet”) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects close of business on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (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 forth 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 AmountDate. 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 within thirty (each, a “Disputed Item”30) and a written statement setting forth the Partnership’s calculation of each such Disputed Item on or prior to the thirtieth (30th) day days after the PartnershipSellers’ Representative’s receipt of the Final Working Capital Worksheet, the Final Net Working Capital and the Final Pre-Closing Capital Expenditures Worksheet Statement (such period, the “Objection Period”), the Partnership will Purchaser has not received an Objection Notice, then such Net Working Capital, Transaction Expenses and Funded Indebtedness set forth on the Closing Statement shall be deemed to have accepted the Final Net Working Capital, Final Transaction Expenses and agreed to Final Funded Indebtedness, respectively, and the Contributing PartiesCash Amount of the Purchase Price shall be adjusted (if at all) in accordance with Section 1.2(c)(vii); however, if an Objection Notice has been delivered, then Section 1.2(c)(iii) and Section 1.2(c)(iv) hereof shall apply. (iii) If the Sellers’ Representative in good faith disagrees with any portion of the Purchaser’s calculation of the Final Consideration Adjustment Amount and such agreement will be finalNet Working Capital, binding and conclusive. Any items Transaction Expenses or Funded Indebtedness as set forth in the Contributing PartiesClosing Statement, then the Sellers’ calculation of the Final Consideration Adjustment Amount to which the Partnership has not given notice of objection Representative may, within the Objection Period will be deemed Period, deliver a written notice to have been agreed upon the Purchaser setting forth the Sellers’ Representative’s objections thereto (the “Objection Notice”). Any Objection Notice shall specify in detail any good faith and reasonable disagreement as to the amount of the Net Working Capital, Transaction Expenses and Funded Indebtedness and the Sellers’ Representative’s calculation of Net Working Capital, Transaction Expenses and Funded Indebtedness. (iv) If an Objection Notice is timely received 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 Purchaser within the Objection Period, the Partnership on behalf of itself Purchaser and the other Partnership Parties Sellers’ Representative shall, during the thirty (30) days following the Purchaser’s receipt of such Objection Notice (the “Net Working Capital Settlement Deadline”), use their good faith, reasonable efforts to reach an agreement on the disputed items. If such an agreement is reached prior to the Net Working Capital Settlement Deadline, then the Net Working Capital, Transaction Expenses and acting through Funded Indebtedness as so agreed shall be the Conflicts Committee Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness and the Contributing Parties shallCash Amount of the Purchase Price shall be adjusted, if at all, in accordance with the provisions of Section 1.2(c)(vii). If the Purchaser and the Sellers’ Representative are unable to reach such an agreement prior to the Net Working Capital Settlement Deadline, the Purchaser and the Sellers’ Representative shall jointly retain EY located at Chase Tower, 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, Xxxxxxx 00000 (the “Accountant”) within thirty (30) days following such notice (the “Resolution Period”), attempt Net Working Capital Settlement Deadline to resolve any remaining disagreements. The Purchaser and the Disputed Items. Any resolution Sellers’ Representative shall execute, if requested by the Partnership Accountant, a reasonable engagement letter, including customary indemnification provisions in favor of the Accountant. The Purchaser and the Contributing Parties Sellers’ Representative shall direct the Accountant to render a determination in writing as promptly as practicable (and in any event within thirty (30) Business Days after its retention) and the Purchaser and the Sellers’ Representative shall cooperate with the Accountant during the Resolution Period as to any Disputed Items will be final, binding engagement and conclusive. (c) If make available the Partnership records 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 workpapers necessary for its calculation of the Final Consideration Adjustment Amount together with detailed supporting documentation as it deems appropriatereview. The Accounting Firm Accountant shall consider only those items and amounts set forth in the Partnership’s Objection Notice that the Purchaser and the Contributing PartiesSellers’ respective calculations of the Final Consideration Adjustment Amount that are identified as Disputed Items. The scope of the Disputed Items Representative have been unable 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 resolve, and the Accounting Firm is not to make any other determinationAccountant shall review only the records and workpapers submitted and base its determination solely on such submissions and the related computational materials. In resolving any Disputed Itemdisputed item, the Accounting Firm Accountant may not assign a value to any item greater than the greatest value for of such item claimed by either Party the Purchaser or the Sellers’ Representative or less than the smallest value for such item claimed by either Partythe Purchaser or the Sellers’ Representative. The Partnership Accountant’s determination shall be based on the definitions included herein and shall otherwise be made in accordance with this Agreement, including 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 principles set forth on which the Accounting Firm receives the calculations of the Final Consideration Adjustment Amount submitted by the Partnership and the Contributing PartiesSchedule 1.2(c)(i). The determination of the Accounting Firm Accountant shall be conclusive and binding upon the Parties parties hereto, and the Cash Amount of the Purchase Price shall not be subject to appeal or further review absent manifest erroradjusted, if at all, in accordance with the provisions of Section 1.2(c)(vii). The costs Purchaser and the Sellers’ Representative shall each bear fifty percent (50%) of the fees and expenses of the Accounting Firm Accountant. The Purchaser, the Sellers’ Representative and the Sellers shall each bear one hundred percent (100%) of their own related expenses other than expenses related to the Accountant. (v) The Net Working Capital, Transaction Expenses and Funded Indebtedness either as agreed to by the Sellers’ Representative and the Purchaser, or as deemed final pursuant to Section 1.2(c)(ii), or as adjusted pursuant to Section 1.2(c)(iv), shall be final and binding on the parties hereto and will be shared equally by referred to as the Parties. “Final Net Working Capital,” Final Transaction Expenses,” and “Final Funded Indebtedness,” respectively. (vi) The Parties agree that Purchaser and the procedures set forth Sellers’ Representative shall cooperate and assist in this Section 2.4 shall be the sole and exclusive method for resolving disputes regarding good faith in the determination of the Final Consideration Adjustment AmountNet Working Capital, Final Transaction Expenses and Final Funded Indebtedness and in the conduct of the reviews referred to in this Section 1.2, including making available, to the extent reasonably necessary, books, records, work papers and personnel at such reasonable times as the Purchaser or the Sellers’ Representative shall request and permitting (at the expense of the requesting party) the copying of records or extracts thereof reasonably requested. (dvii) Within The Cash Amount of the Purchase Price shall be adjusted as follows following the Closing: (1) If the Cash Amount of the Purchase Price was adjusted by the Adjustment Amount at Closing and the Final Net Working Capital is less than the Preliminary Net Working Capital by an amount greater than Ten Thousand and 00/100 Dollars ($10,000.00), then the Purchaser and the Sellers’ Representative will cause the Purchaser to be promptly paid from the Escrow Amount the positive difference between the Final Net Working Capital and the Preliminary Net Working Capital in accordance with Section 1.2(c)(vii)(8) below. (2) If the Cash Amount of the Purchase Price was adjusted by the Adjustment Amount at Closing and the Final Net Working Capital is greater than the Preliminary Net Working Capital by an amount greater than Ten Thousand and 00/100 Dollars ($10,000.00), then the Purchaser shall promptly pay to the Sellers’ Representative the difference between the Final Net Working Capital and the Preliminary Net Working Capital in accordance with Section 1.2(c)(vii)(7) below. (3) If the Cash Amount of the Purchase Price was not adjusted at Closing by the Adjustment Amount and the Final Net Working Capital is less than the Target Net Working Capital by an amount greater than Ten Thousand and 00/100 Dollars ($10,000.00), then the Purchaser and the Sellers’ Representative will cause the Purchaser to be promptly paid from the Escrow Amount the positive difference between the Final Net Working Capital and the Target Net Working Capital in accordance with Section 1.2(c)(vii)(8) below. (4) If the Cash Amount of the Purchase Price was not adjusted at Closing by the Adjustment Amount and the Final Net Working Capital is greater than the Target Net Working Capital by an amount greater than Ten Thousand and 00/100 Dollars ($10,000.00), then the Purchaser shall promptly pay to the Sellers’ Representative the difference between the Final Net Working Capital and the Target Net Working Capital in accordance with Section 1.2(c)(vii)(7) below. (5) If the (A) Final Transaction Expenses plus Final Funded Indebtedness is greater than (B) the Payoff Amount plus Estimated Transaction Expenses, then the Purchaser and the Sellers’ Representative will cause the Purchaser to be promptly paid from the Escrow Amount the difference between clause (A) and clause (B) in accordance with Section 1.2(c)(vii)(8) below. (6) If the (A) Final Transaction Expenses plus Final Funded Indebtedness is less than (B) the Payoff Amount plus Estimated Transaction Expenses, then the Purchaser shall promptly pay the Sellers’ Representative the positive difference between clause (A) and clause (B) in accordance with Section 1.2(c)(vii)(7) below. (7) Payments required to be made pursuant to Sections 1.2(c)(vii)(2),(4) and (6), if any, shall be made by the Purchaser within five (5) Business Days after the Final Consideration Adjustment Amount is finally Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness are determined pursuant to this Section 2.4: (i) if the 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 account designated by the Contributing PartiesSellers’ Representative (for the benefit of the Sellers). (8) If payments are required to be made pursuant to Section 1.2(c)(vii)(1),(3) or (5), an amount equal if any, the Sellers’ Representative and the Purchaser shall instruct the Escrow Agent to make such payment from the Escrow Amount within five (5) Business Days after the Final Consideration Adjustment Amount; (ii) if the Net Working Capital, Final Consideration Adjustment Amount as finally Transaction Expenses and Final Funded Indebtedness are determined pursuant to this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal Purchaser. In the event that the Escrow Amount is insufficient to pay to the lesser of absolute value of Purchaser the Final Consideration Adjustment Amount amount due pursuant to Section 1.2(c)(vii)(1), (3) or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration(5), then the Partnership Agreement Amendment will address Sellers shall pay the satisfaction amount due net of such difference; andthe Escrow Amount within five (5) Business Days after the Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness are determined by wire transfer of immediately available funds to the account designated by the Purchaser. (iiiviii) if To the Final Consideration Adjustment Amount as finally determined pursuant extent permitted by Law, any payments made under Section 1.2(c), shall be deemed adjustments to this Section 2.4 is equal to zerothe Purchase Price for U.S. federal, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4state and local income Tax purposes.

Purchase Price Adjustment. (a) Within ninety The Parties agree that the Purchase Price is to be calculated based on the Companies having working capital equal to the average of the sum of the total consolidated current accounts receivable of the Companies, minus the sum of the total consolidated current accounts payable of the Companies, for the trailing twelve month period prior to the Closing Date (90) days the “Working Capital”). The Parties hereby agree that amounts charged on credit cards for business expenses associated with the Companies are ordinary business expenses and shall be included in accounts payable for all purposes, included in calculating Working Capital. For the avoidance of doubt, the Excluded Assets and the Indebtedness shall be excluded from the calculations of Working Capital. Notwithstanding the foregoing, as the accounting to accurately determine the Working Capital as of the Closing Date will not be available until after the Closing Date, the Contributing Parties agree to do the following: (i) no later than ten (10) days prior the “Due Diligence Expiration Date” (as hereinafter defined) the Parties shall prepare and deliverattach hereto as Schedule 1.4(a) (A) the Working Capital methodologies, or cause to be prepared principles and deliveredprocedures (the “Working Capital Methodologies”), (B) establish a calculation of working capital equal to the Partnership: average of the sum of the total consolidated current accounts receivable of the Companies, minus the sum of the total consolidated current accounts payable of the Companies, for the trailing twelve (i12) month period from September 30, 2021 to September 30, 2022, which shall be calculated using the Working Capital Methodologies (the “Target Working Capital”), and (C) a worksheet showing calculation of the components Excluded Assets, the Excluded Liabilities, the Closing Indebtedness, and the Purchase Price (subject to adjustment as set forth in Section 1.4(a)(ii) below), which shall be a condition of Net Closing; (ii) on or before sixty (60) days after the Closing (the “Working Capital Delivery Date”), Buyer shall prepare in good faith and deliver to the Shareholders’ Representative a certificate (the “Purchase Price Adjustment Certificate”) executed by an executive officer of Buyer setting forth in reasonable detail, the Working Capital as of 11:59 p.m. local time on the day immediately preceding the Closing Date (the “Final Working Capital Worksheet”) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (ii) the Contributing Parties’ calculation of the Net Working Capital based on the Final Working Capital Worksheet (the “Final Net Closing Working Capital”); (iii) a schedule (the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth the Contributing Parties’ , and Bxxxx’s calculation of the Pre-Purchase Price adjustment based on the difference between the 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-Target Working Capital (the “Purchase Price Adjustment”). If Buyer does not deliver the Purchase Price Adjustment Certificate on or before the Working Capital Delivery Date, the Target Working Capital shall be deemed to be the Closing Working Capital, unless Buyer notifies the Shareholders’ Representative, in writing, prior to the Working Capital Expenditures Worksheet Delivery Date, that additional time is required to prepare the Purchase Price Adjustment Certificate due to the unavailability of certain information from the Shareholders’ Representative for a period of time prior to the Closing Date, and such written notice identifies the necessary information to complete the Purchase Price Adjustment Certificate. The Closing Working Capital shall be calculated using the Working Capital Methodologies. Simultaneously with the delivery of the Purchase Price Adjustment Certificate, Buyer shall provide to the Shareholders’ Representative all work papers and other information reasonably required by the Shareholders’ Representative to evaluate such calculations, and shall provide the Shareholders’ Representative with reasonable access to Buyer’s financial personnel who were responsible for the preparation of the same in order for the Shareholders’ Representative to discuss and evaluate such calculations, work papers and information. The Shareholders’ Representative shall have thirty (30) days after receipt by the Shareholders’ Representative of the Purchase Price Adjustment Certificate to accept or object to the Closing Working Capital calculation. If the Shareholders’ Representative does not timely object to the Closing Working Capital calculation within such thirty (30) day period, the “Objection Period”), the Partnership will Closing Working Capital calculation shall 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. accepted; (iii) If the Partnership so notifies the Contributing Parties of its objections Shareholders’ Representative delivers written notice 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, Buyer within thirty (30) days following such notice after receipt by the Shareholders’ Representative of the Purchase Price Adjustment Certificate stating that the Shareholders object to the Closing Working Capital calculation, the Parties shall submit the issues remaining in dispute to their respective accountants to resolve. In the event that the accountants cannot resolve, each accountant will submit a list of five (5) independent accountants to resolve this matter. The first names that match on the lists shall be appointed to resolve the issues remaining in dispute (the “Resolution PeriodIndependent Accountants”), attempt to resolve the Disputed Items. Any ) for 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 Perioddispute, then which Independent Accountants shall have not represented or been engaged by Bxxxx or the Partnership, on behalf Shareholders prior to the submission of itself and the other Partnership Parties and acting through the Conflicts Committeedispute, and the Contributing Parties hereby agree that neither shall submit all unresolved Disputed Items be permitted to engage such Independent Accountants for a period of five (5) years after the date of the submission of the dispute. If issues are submitted to the firm of KPMG LLCIndependent Accountants for resolution, (i) the Independent Accountants shall use the same methodologies, principles and procedures as set forth on Schedule 1.4(a); (ii) each Party shall furnish or such other public accounting firm cause 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 be furnished to the Accounting Firm its calculation of Independent Accountants such work papers and other documents and information relating to the Final Consideration Adjustment Amount together disputed issues as the Independent Accountants may request and are available to that Party and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with detailed supporting documentation the Independent Accountants; (iii) the determination by the Independent Accountants, as it deems appropriate. The Accounting Firm shall consider only those items and amounts set forth 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 a notice to be resolved delivered by the Accounting Firm shall be limited Independent Accountants to correcting mathematical errors the Shareholders and determining whether the items and amounts in dispute were determined in compliance with this Section 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 Buyer within thirty (30) days after the date on which submission to the Accounting Firm receives the calculations Independent Accountants of the Final Consideration Adjustment Amount submitted by the Partnership and the Contributing Parties. The determination of the Accounting Firm issues remaining in dispute, shall be final, binding and conclusive on the Parties; and binding upon (iv) the Parties and shall not be subject to appeal or further review absent manifest error. The costs fees and expenses of the Accounting Firm Independent Accountants will be shared equally paid by Shareholders, on the one hand, and Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Shareholders or Buyer, respectively, bears to the aggregate amount actually contested by the Parties. The Parties agree that the procedures set forth in this Section 2.4 shall be the sole Shareholders and exclusive method for resolving disputes regarding the determination of the Final Consideration Adjustment Amount.Buyer; and (div) Within five ten (510) Business Days business days after the Final Consideration Purchase Price Adjustment Amount is finally determined pursuant to this Section 2.4determined: (iA) if In the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 event that the Closing Working Capital is a positive amountgreater than the Target Working Capital, the Partnership Buyer shall promptly deliver pay to the Contributing Parties, Shareholders by wire transfer of immediately available funds to the account accounts designated by the Contributing Parties, an amount equal to Shareholders’ Representative the Final Consideration Adjustment Amountdifference between the Closing Working Capital and the Target Working Capital; (iiB) if In the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 event that the Closing Working Capital is a negative numberless than the Target Working Capital, then the Contributing Parties Shareholders’ Representative and the Buyer shall promptly deliver to the Partnership PartiesClosing Agent “Joint Written Instructions” (as hereinafter defined) in accordance with Section 9.12 directing the Closing Agent to release from the Indemnification Escrow the difference between the Closing Working Capital and the Target Working Capital (the “Purchase Price Deficiency”). In the case that the Purchase Price Deficiency is greater than the Indemnification Escrow, the Shareholders shall pay to the Buyer the difference between the Purchase Price Deficiency and the Indemnification Escrow by wire transfer of immediately available funds to the an account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such differenceBuyer; and (iiiC) if The Purchase Price Allocation shall be adjusted based on the Final Consideration Purchase Price Adjustment Amount using the same methodologies, principles and procedures as finally determined pursuant used to determine the Purchase Price Allocation. (b) The provisions of this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties 1.4 shall have any further obligation under this Section 2.4survive Closing.

Purchase Price Adjustment. (a) Within ninety As soon as practicable, but in no event later than 65 days following the Closing Date, Seller shall prepare a combined balance sheet of the Company and the Subsidiaries including the notes thereto as of the close of business on the Closing Balance Sheet Date (90the "Closing Balance Sheet"), a calculation of Working Capital based on the Closing Balance Sheet ("Closing Working Capital"), a calculation of Closing Cash based on the Closing Balance Sheet and a calculation of 1998 Average Working Capital. The Closing Balance Sheet shall be prepared in accordance with GAAP, using the same accounting principles, procedures, policies and methods that were employed in preparing the Financial Statements as set forth in Exhibit B and Closing Working Capital shall be calculated using the same accounting principles, procedures, policies and methods employed in calculating Monthly Working Capital for purposes of 1998 Average Working Capital. For purposes of the foregoing calculations, intercompany receivables, payables and loans of the type specified in Section 5.9 shall be eliminated as set forth in Section 5.9. (b) During the preparation of the Closing Balance Sheet and the calculation of Closing Working Capital, Closing Cash and 1998 Average Working Capital (the "Closing Financial Data"), and the period of any dispute within the contemplation of this Section 2.5, Buyer shall cause the Company and each Subsidiary to (i) provide Seller and Seller's authorized representatives with full access to the books, records, facilities and employees of the Company and each Subsidiary, (ii) provide Seller, within 10 business days after the Closing Date, with normal month-end closing financial information for the Contributing Parties shall prepare and deliver, or cause to be prepared and delivered, to the Partnership: (i) a worksheet showing the components of Net Working Capital as of 11:59 p.m. local time period ending on the day immediately preceding the Closing Date (the “Final Working Capital Worksheet”) (provided thatBalance Sheet Date, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (ii) the Contributing Parties’ calculation of the Net Working Capital based on the Final Working Capital Worksheet (the “Final Net Working Capital”); and (iii) cooperate fully with Seller and Seller's authorized representatives, including by providing on a schedule (timely basis all information necessary or useful in preparing the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth 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 conclusiveFinancial Data. (c) If the Partnership and the Contributing Parties do not resolve all Disputed Items by the end Seller shall deliver a copy 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 Closing Financial Data 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 Buyer promptly after it has been prepared. After receipt of the Resolution Period. In such eventClosing Financial Data, each of Buyer shall have 30 days to review the PartnershipClosing Financial Data, 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 the workpapers used 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 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 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 account designated by the Contributing Parties, an amount equal to the Final Consideration Adjustment Amount; (ii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4.the

Purchase Price Adjustment. (a) Within ninety sixty (9060) days after the Closing Date, the Contributing Parties Buyer shall prepare and deliver, or cause to be prepared and delivered, deliver to the Partnership: Shareholders Representative (i) a worksheet showing the components of Net Working Capital as of 11:59 p.m. local time on the day immediately preceding the Closing Date statement (the “Final Working Capital Worksheet”) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (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 WorksheetStatement”) setting forth the Contributing Parties’ calculation Working Capital as of the Pre-close of business on the Closing Capital Expenditures Amount Date (“Closing Working Capital”), (ii) the Real Estate Adjustment and (iii) a statement (the “Final Pre-Closing Capital Expenditures AmountCash Statement”) 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 aggregate amount of each such Disputed Item on or prior to the thirtieth (30th) day after the Partnership’s receipt any and all Company Cash as of the Final Working Capital Worksheet, close of business on the Final Net Working Capital and the Final Pre-Closing Capital Expenditures Worksheet Date (such periodcollectively, the “Objection PeriodAdjustment Statements”). Notwithstanding anything herein to the contrary, Closing Working Capital shall not include any amount included in the determination of Certified Indebtedness, the Partnership will Certified Company Cash Amount or Certified Selling Expenses. The Statement shall be deemed to have accepted and agreed to prepared in accordance with GAAP as used in the Contributing Parties’ calculation preparation of the Final Consideration Adjustment Amount Sample Working Capital Statement, as modified by the Agreed Principles and such agreement will be finalin a format substantially similar to, binding and conclusive. Any items using accounting principles, practices, methodologies and policies consistent with those used in the Contributing Parties’ calculation preparation of, the Sample Working Capital Statement, except that Buyer is permitted to conduct a physical inventory on or near the Closing Date, at Buyer’s cost and expense, for purposes of preparing the Statement. The parties acknowledge and agree that if the Closing Date had been May 31, 2012, the Closing Working Capital would have been as set forth on the Sample Working Capital Statement, and that the preparation of the Final Consideration Adjustment Amount to which Statement and 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 determination of the Final Consideration Adjustment Amount within actual Closing Working Capital pursuant to this Section 2.3(a) are not intended to permit the Objection Periodintroduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies from those used to determine Working Capital as set forth on the Partnership on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee and the Contributing Parties shall, within Sample Working Capital Statement. Within thirty (30) days following such notice (the “Resolution Period”), attempt to resolve the Disputed Items. Any resolution receipt by the Partnership Shareholders Representative of the Adjustment Statements, the Shareholders Representative shall deliver written notice to Buyer of any dispute the Shareholders have that any Adjustment Statement has not been prepared on a basis consistent with the requirements of this Section 2.3(a) or Section 2.7, as applicable (such written notice shall set forth a detailed description of any such dispute); provided, however, that the Shareholders Representative (on behalf of the Shareholders) may not dispute the accounting principles, practices, methodologies and policies used in preparing the Contributing Parties during Statement to the Resolution Period extent they are consistent with GAAP as used in the preparation of the Sample Working Capital Statement, as modified by the Agreed Principles. If the Shareholders Representative does not so notify Buyer of a dispute with respect to any Disputed Items the Adjustment Statements within such thirty (30)—day period, such Adjustment Statements will be final, conclusive and binding and conclusive. (c) on the parties. In the event of such notification of a dispute, the parties shall negotiate in good faith to resolve such dispute. If the Partnership Buyer and the Contributing Parties do not Shareholders Representative, notwithstanding such good faith efforts, fail to resolve all Disputed Items by the end or any portion 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 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 Shareholders Representative advises Buyer of the dispute, then Buyer and the Shareholders Representative jointly shall engage the firm of McGladrey LLP (or if McGladrey LLP cannot or is unwilling to serve in such capacity, a nationally recognized, independent public accounting firm selected by mutual agreement of the Shareholders Representative and Buyer, or if they cannot agree, selected by mutual agreement of the independent public accounting firms regularly used by the Company (prior to the Closing Date) and by Buyer in the conduct of their respective businesses) (the “Accounting Firm”), acting as experts and not as arbitrators, to resolve the dispute, or any remaining portion thereof, on which a basis consistent with the requirements of this Section 2.3 and Section 2.7, as applicable. The parties agree that they will request that the Accounting Firm receives the calculations render its reasoned written decision within thirty (30) days after referral of the Final Consideration Adjustment Amount submitted by the Partnership and the Contributing Parties. The determination of dispute to 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 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 account designated by the Contributing Parties, an amount equal to the Final Consideration Adjustment Amount; (ii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4.decision pursuant

Purchase Price Adjustment. (a) Within ninety (90) 90 days after the Closing Date, the Contributing Parties Purchaser shall prepare and deliver, or cause to be prepared and delivered, to the PartnershipSeller: (i) a worksheet showing the components of Net Working Capital as of 11:59 p.m. local Calgary time on the day immediately preceding the Closing Date (the “Final Working Capital Worksheet”) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (ii) the Contributing Parties’ Purchaser’s calculation of the Net Working Capital based on the Final Working Capital Worksheet as of 11:59 p.m. Calgary time on the day immediately preceding the Closing Date (the “Final Net Working Capital”); (iii) a schedule Purchaser’s calculation of the Interim PDH Expenditures (if any) as of 11:59 p.m. Calgary time on the day immediately preceding the Closing Date (the “Final Pre-Closing Capital Expenditures WorksheetInterim PDH Expenditures”); (iv) setting forth the Contributing Parties’ Purchaser’s calculation of the Pre-outstanding Debt of the Target Companies (if any) as of 11:59 p.m. Calgary time on the day immediately preceding the Closing Capital Expenditures Amount Date (the “Final Pre-Closing Capital Expenditures AmountDebt”) ); and (ivv) the Contributing Parties’ Purchaser’s calculation of the Final Consideration Purchase Price Adjustment Amount. In connection with Following receipt by the Contributing Parties’ preparation and delivery Seller of the Final Working Capital Worksheetforegoing items, the Final Net Working Capital, the Final Pre-Closing Capital Expenditures Worksheet and the calculation of the Final Consideration Adjustment Amount, the Partnership Purchaser shall, and shall cause the Contributed Entities Target Companies to, : (x) permit the Contributing Parties Seller and their its 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, Target Companies; (y) cooperate with the Contributing Parties Seller and their its Representatives in seeking to obtain work papers from the Partnership Purchaser and the Contributed Entities Target Companies pertaining to the calculation of the Final Consideration Purchase Price Adjustment Amount and provide the Contributing Parties Seller with copies thereof (as reasonably requested by the Contributing Parties) Seller); and (z) provide the Contributing Parties Seller and their its Representatives reasonable access to the PartnershipPurchaser’s Representatives as reasonably requested by the Contributing PartiesSeller on reasonable prior notice. (b) The Partnership on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee Seller may provide a written notice accepting the Final Consideration Purchase Price Adjustment Amount at any time after receipt of the Purchaser’s calculation of the Final Consideration Purchase Price Adjustment Amount. If the Partnership Seller 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 Seller delivers to the Contributing Parties Purchaser written notice setting forth in reasonable detail any specific items in the Contributing Parties’ Purchaser’s calculation of the Final Consideration Purchase Price Adjustment Amount disputed by the Partnership Seller (each, a “Disputed Item”) and a written statement (a “Notice of Objection”) setting forth the PartnershipSeller’s calculation of each such Disputed Item on or prior to the thirtieth (30th) 60th day after the PartnershipSeller’s receipt of the Final Working Capital Worksheet, the Final Net Working Capital Capital, the Final Interim PDH Expenditures and the Final Pre-Closing Capital Expenditures Worksheet Debt (such period, the “Objection Period”), the Partnership Seller will be deemed to have accepted and agreed to the Contributing Parties’ Purchaser’s calculation of the Final Consideration Purchase Price Adjustment Amount and such agreement will be final, binding and conclusive. Any items in the Contributing Parties’ Purchaser’s calculation of the Final Consideration Purchase Price Adjustment Amount to which the Partnership Seller has not given notice a Notice of objection Objection within the Objection Period will be deemed to have been agreed upon by the Parties. If the Partnership Seller so notifies the Contributing Parties Purchaser of its objections to the Contributing Parties’ Purchaser’s calculation of the Final Consideration Purchase Price Adjustment Amount within the Objection Period, the Partnership on behalf of itself Seller and the other Partnership Parties and acting through Purchaser shall use their respective commercially reasonable efforts to resolve the Conflicts Committee and the Contributing Parties shall, Disputed Items within thirty (30) 30 days following such notice (the “Resolution Period”), attempt to resolve the Disputed Items. Any resolution by the Partnership Seller and the Contributing Parties Purchaser during the Resolution Period as to any Disputed Items will be final, binding and conclusive. (c) If the Partnership Seller and the Contributing Parties Purchaser do not resolve all Disputed Items by the end of the Resolution Period, then the Partnership, on behalf of itself Seller and the other Partnership Parties and acting through the Conflicts Committee, and the Contributing Parties Purchaser shall submit all unresolved Disputed Items to the firm of KPMG LLCKPMG, or such other public independent, nationally recognized accounting firm to which the parties hereto Parties may agree in writing (the “Accounting Firm”) as soon as practicable practicable, and not later than seven days, following the expiration of the Resolution Period. In such event, each of the Partnership, on behalf of itself Seller and the other Partnership Parties and acting through the Conflicts Committee, and the Contributing Parties Purchaser shall each submit to the Accounting Firm its calculation of the Final Consideration Purchase Price Adjustment Amount together with detailed supporting documentation as it deems appropriate. The Accounting Firm shall consider only those items and amounts in the PartnershipSeller’s and the Contributing Parties’ Purchaser’s respective calculations of the Final Consideration Purchase Price 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 2.6 and Exhibit 2.6, 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 shall be required to resolve such dispute within thirty (30) 30 days after the date on which the Accounting Firm receives the calculations of the Final Consideration Purchase Price Adjustment Amount submitted by the Partnership Seller and the Contributing PartiesPurchaser. 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 2.6 shall be the sole and exclusive method for resolving disputes regarding the determination of the Final Consideration Purchase Price Adjustment Amount. (d) Within five (5) Business Days after the Final Consideration Purchase Price Adjustment Amount is finally determined pursuant to this Section 2.42.6: (i) if the Final Consideration Purchase Price Adjustment Amount as finally determined pursuant to this Section 2.4 is a positive amount2.6 exceeds the Estimated Purchase Price Amount, the Partnership Purchaser shall promptly deliver to the Contributing PartiesSeller, by wire transfer of immediately available funds to the account designated by the Contributing PartiesSeller, an amount equal to the excess of the Final Consideration Purchase Price Adjustment Amount over the Estimated Purchase Price Adjustment Amount; (ii) if the Final Consideration Purchase Price Adjustment Amount as finally determined pursuant to this Section 2.4 2.6 is a negative numberless than the Estimated Purchase Price Adjustment Amount, then the Contributing Parties Seller shall promptly deliver to the Partnership PartiesPurchaser, by wire transfer of immediately available funds to the account designated by the Partnership Parties Purchaser an amount equal to the lesser of absolute value excess of the Final Consideration Estimated Purchase Price Adjustment Amount or the Cash Consideration. If the absolute value of over the Final Consideration Purchase Price Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such differenceAmount; and (iii) if the Final Consideration Purchase Price Adjustment Amount as finally determined pursuant to this Section 2.4 2.6 is equal to zerothe Estimated Purchase Price Adjustment Amount, neither the Partnership Purchaser nor the Contributing Parties Seller shall have any further obligation under this Section 2.42.6. (e) Notwithstanding Section 2.6(a), if Purchaser or any of the Target Companies receive any IEEP Credits on or after the Closing Date, Purchaser shall, until the end of the third anniversary of the Closing Date, pay to Seller the full amount of any such IEEP Credits received within 30 days of the receipt thereof until the aggregate amount of such payments in respect of such IEEP Credits pursuant to this Section 2.6(e) is equal to the IEEP Credit Amount and, thereafter, Purchaser shall be entitled to retain any further IEEP Credit received by Purchaser or any Combined Target Company.

Purchase Price Adjustment. (a) The Purchase Price is premised upon the Target Entities having as of the Closing Date no Indebtedness and delivering to Buyer an aggregate Working Capital of Twenty-Five Million Dollars ($25,000,000) (the “Working Capital Amount”). Accordingly, the Purchase Price shall be (i) (A) increased by the amount, if any, by which the aggregate Working Capital of the Target Entities as of the Closing Date is greater than the Working Capital Amount, or (B) decreased by the amount, if any, by which the aggregate Working Capital of the Target Entities as of the Closing Date is less than the Working Capital Amount and (ii) decreased by the amount, if any, of the aggregate outstanding principal amount of all Indebtedness of any Target Entities as of the close of business on the Closing Date (without giving effect to the transactions contemplated herein) (“Closing Indebtedness”). Any such adjustment to the Purchase Price shall be effected in accordance with this Section 3.3 (the “Adjustment”). (b) Seller agrees to prepare and deliver to Buyer at least five (5) Business Days prior to the Closing Date an unaudited consolidated balance sheet and income statement for the Target Entities reflecting the financial condition of the Target Entities as of the most recent month end prior to the Closing Date, together with a statement setting forth (i) Seller’s good faith estimate of the aggregate Working Capital of the Target Entities as of the Closing Date , (ii) Seller’s good faith estimate of Closing Indebtedness, if any, and (iii) the Adjustment, if any, pursuant to clauses (i) and (ii) of Section 3.3(a), above (the “Initial Closing Statement”). Within ninety (90) days after the Closing Date, the Contributing Parties Buyer shall prepare and deliverdeliver to Seller an unaudited consolidated balance sheet and income statement reflecting the financial condition of the Target Entities as of the Closing Date, or cause together with a statement setting forth (1) the aggregate Working Capital of the Target Entities as of the Closing Date, (2) the Closing Indebtedness, if any, and (3) the Adjustment, if any, pursuant to be prepared and delivered, to the Partnership: clauses (i) a worksheet showing the components and (ii) of Net Working Capital as of 11:59 p.m. local time on the day immediately preceding the Closing Date Section 3.3(a) above (the “Final Working Capital Worksheet”) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (ii) the Contributing Parties’ calculation of the Net Working Capital based on the Final Working Capital Worksheet (the “Final Net Working CapitalClosing Statement”); (iii) a schedule (the “Final Pre-. Each of Closing Capital Expenditures Worksheet”) setting forth 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 WorksheetIndebtedness, the Final Net Working Capital, the Final Pre-Closing Capital Expenditures Worksheet Current Assets and Current Liabilities shall be calculated, and the calculation Initial Closing Statement and the Closing Statement shall be prepared, in a manner consistent with Exhibits B and C and on the basis of the Final Consideration Adjustment Amountsame accounting principles, practices, policies, methods and procedures, consistently applied, as those used in 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) preparation of the Contributed EntitiesFinancial Statements and, (y) cooperate in any event, shall be determined in accordance 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 conclusiveGAAP. (c) If the Partnership and the Contributing Parties do not resolve all Disputed Items by the end Initial Closing Statement sets forth an aggregate Working Capital of the Resolution PeriodTarget Entities greater than the Working Capital Amount and a corresponding upward adjustment to the Purchase Price, then the PartnershipPurchase Price payable on the Closing Date shall be increased by an amount equal to such Adjustment. If the Initial Closing Statement sets forth the aggregate Working Capital of the Target Entities less than the Working Capital Amount and a corresponding downward adjustment to the Purchase Price, then the Purchase Price payable on behalf the Closing Date shall be decreased by an amount equal to such Adjustment. If the Initial Closing Statement sets forth any amount of itself Closing Indebtedness, then the Purchase Price payable on the Closing Date shall be decreased by an amount equal to such Closing Indebtedness. If the aggregate Working Capital of the Target Entities as set forth on the Closing Statement is different than that included on the Initial Closing Statement, then (i) to the extent that the Working Capital on the Closing Statement is greater than the Working Capital on the Initial Closing Statement, Buyer shall pay to Seller an amount equal to the absolute value of such difference and (ii) to the extent that the Working Capital on the Closing Statement is less than the Working Capital on the Initial Closing Statement, Seller shall pay to Buyer an amount equal to the absolute value of such difference, subject in either case to Section 3.3(d) below. If the amount of Closing Indebtedness as set forth on the Closing Statement is (x) greater than the amount included on the Initial Closing Statement, then Seller shall pay to Buyer an amount equal to the difference or (y) less than the amount included on the Initial Closing Statement, then Buyer shall pay to Seller an amount equal to the difference, subject in either case to Section 3.3(d) below. In each case, such payment shall be made in cash in immediately available funds within twenty (20) days after the date the Closing Statement is provided by Buyer to Seller; provided that if Seller provides Buyer with an Objection Notice prior to such time, the payment shall be made in cash by wire transfer of immediately available funds within two (2) Business Days of the date on which either the Parties resolve all disputes or such disputes are determined by the Designated Independent Accounting Firm or the Third Independent Accounting Firm. The Purchase Price shall be deemed to be increased or decreased (as the case may be) by the amounts calculated under this Section 3.3(c). The Parties agree that for Income Tax and all other Tax purposes, the Parties shall and shall cause their Affiliates to calculate and timely report such increase or decrease with respect to the Acquired Companies on a separate entity basis. (d) Each Party shall make available to the other Partnership Parties and acting through the Conflicts CommitteeParty its work papers used to prepare its respective closing statement, and shall cooperate with the Contributing Parties other Party in connection with the preparation thereof. Seller shall submit all unresolved Disputed Items notify Buyer in writing within twenty (20) days after receipt by Seller of the Closing Statement of any objection to the firm items set forth therein, which notice shall include a reasonably detailed explanation of KPMG LLCthe reasons for each objection by Seller (an “Objection Notice”), provided that Seller may only object to the items contained in the Closing Statement to the extent any such item was not prepared in accordance with this Section 3.3 or contains mathematical errors. Any item not so objected to by Seller shall be conclusively deemed to have been approved by Seller and shall be conclusive and binding upon the Parties. If the Parties are unable to resolve such other public accounting firm to which dispute in good faith within thirty (30) days after the parties hereto may date of receipt by Seller of the Closing Statement, then Buyer and Seller shall agree upon and designate an Independent Accounting Firm (the “Designated Independent Accounting Firm”) as soon as practicable following and the expiration Parties shall use their respective good faith efforts to cause the Designated Independent Accounting Firm, within fifteen (15) days of its appointment, to make a final and binding determination solely of the Resolution Periodmatters that remain in dispute and were properly included in the Objection Notice, and, based on such resolution, a final and binding determination of the Adjustment amount, if any. In such eventIf Buyer and Seller are unable to agree upon a Designated Independent Accounting Firm, then each of the Partnership, on behalf of itself Buyer and Seller shall designate one Independent Accounting Firm and the other Partnership Parties and acting through the Conflicts Committee, and the Contributing Parties shall submit use their respective good faith efforts to cause the two Independent Accounting Firms so selected, within ten (10) days after the date on which the later of the two Independent Accounting Firms are appointed, to appoint a third Independent Accounting Firm (the “Third Independent Accounting Firm”). The Parties shall use their respective good faith efforts to cause the Third Independent Accounting Firm, within fifteen (15) days of its calculation appointment, to make a final and binding determination solely of the Final Consideration matters that remain in dispute and were properly included in the Objection Notice, and, based on such resolution, a final and binding determination of the Adjustment Amount together with detailed supporting documentation as it deems appropriateamount, if any. The Parties shall instruct the Designated Independent Accounting Firm or the Third Independent Accounting Firm, as the case may be, to act on the following basis: such Independent Accounting Firm shall consider only those items act as an expert and amounts not as an arbitrator; its terms of reference shall be to determine the appropriate Adjustment within fifteen (15) days of its appointment, having strict regard to the application of the terms of this Agreement to the same (and, for the avoidance of doubt, disregarding other means of calculating the same, to the extent that such means are inconsistent with or not provided for in the Partnership’s this Agreement); Buyer and Seller shall each provide such Independent Accounting Firm with all such information as it reasonably requires 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 Independent Accounting Firm shall be limited to correcting mathematical errors base its decision solely on such written submissions by Buyer and determining whether the items Seller and amounts in dispute were determined in compliance with this Section 2.4 their respective Representatives; and the Accounting Firm is not to make any other determination. In resolving any Disputed Item, the Accounting Firm it may not assign a value to any item greater than the greatest value for such item claimed by either Party or less smaller 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 final written determination of such Independent Accounting Firm shall (in the absence of fraud or manifest error) be conclusive and binding on the Parties. The Independent Accounting Firm shall not have the power to resolve amend or modify any terms of this Agreement. The costs of the Independent Accounting Firm shall be borne pro rata by Seller and Buyer in proportion to the difference between the Designated Independent Accounting Firm’s or the Third Independent Accounting Firm’s, as the case may be, final determination of any Adjustment amount and each of Buyer’s and Seller’s determination of such dispute Adjustment amount. (e) Any disputed amounts shall be paid in accordance with Section 3.3(c) above within thirty ten (3010) days after the date on which the Designated Independent Accounting Firm receives or the calculations Third Independent Accounting Firm, as the case may be, provides to both Parties its final written determination pursuant to Section 3.3(d) above. Any amount not paid within ten (10) days of the Final Consideration Adjustment Amount submitted when due if not disputed in accordance with Section 3.3(d) above or after final determination of any disputes by the Partnership and the Contributing Parties. The determination of the Designated Independent Accounting Firm shall be conclusive and binding upon accrue interest at the Default Interest Rate. (f) Each of the Parties agrees and undertakes to the other to provide all reasonable access, necessary data and information, and to assist in the calculations referred to in this Section 3.3. The Parties’ rights to indemnification pursuant to Article VIII (and any limitations on such rights) shall not be subject deemed to appeal limit, supersede or further review absent manifest error. The costs and expenses of the Accounting Firm will be shared equally by otherwise affect 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 ’ rights to a full purchase price adjustment pursuant to this Section 2.4: (i) if the 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 account designated by the Contributing Parties, an amount equal to the Final Consideration Adjustment Amount; (ii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount 3.3 or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4vice versa.

Purchase Price Adjustment. (a) The parties hereby jointly designate a target working capital amount of $766,874.58 as of the Effective Date (the “Target Working Capital”), as included in Schedule 3.3 (the “Target Working Capital Statement”). The “working capital” shall be calculated as follows: (i) all Accounts Receivable that are outstanding thirty (30) days or less as of the Effective Date shall be purchased by Purchaser at 100% of face value; (ii) all Accounts Receivable that are outstanding more than thirty (30) days and less than ninety-one (91) days as of the Effective Date shall be purchased by Purchaser at 80% of face value; (iii) all Inventory, as of the Effective Date, of the Business purchased by Sellers on or after June 18, 2012 shall be purchased by Purchaser at 100% of cost; (iv) all Inventory, as of the Effective Date, of the Business committed to in-process jobs (i.e., works in progress), as noted in the inventory system, shall be purchased by Purchaser at 100% of cost; and (v) all other Inventory of the Business at the Effective Date and not covered in clauses (iii) or (iv) above shall be purchased by Purchaser at 50% of cost. (b) Within ninety (90) days after the Closing Effective Date, the Contributing Parties Purchaser shall prepare and deliver, or cause to be prepared and delivered, delivered to Sellers a working capital statement (the Partnership: (i) a worksheet showing the components of Net “Final Working Capital Statement”), setting forth in reasonable detail its calculation of the working capital as of 11:59 p.m. local time on the day immediately preceding the Closing Effective Date (the “Final Working Capital”). The Final Working Capital Worksheet”) (provided thatStatement shall be prepared in accordance with the same accounting principles, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on practices, methodologies and policies used in the assets or liabilities preparation of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt Target Working Capital Statement. The parties shall not be treated as outstanding on negotiate in good faith to resolve any disputed items in the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (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 forth 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 conclusiveStatement. (c) If In calculating the Partnership and the Contributing Parties do not resolve all Disputed Items by the end Final Working Capital, Purchaser may remove any Accounts Receivable acquired pursuant to Section 2.1(h) that remain outstanding as of the Resolution Perioddate that Purchaser delivers to Sellers the Final Working Capital Statement. Sellers shall refund to Purchaser that portion of the Purchase Price allocated to such Accounts Receivable, then with the Partnership, on behalf of itself and amount refunded to constitute a downward adjustment to the other Partnership Parties and acting through the Conflicts CommitteeTarget Working Capital, and the Contributing Parties whereupon such Accounts Receivable shall submit all unresolved Disputed Items be deemed to be Excluded Assets for purposes of this Agreement. Any refunds made pursuant to this Section 3.3(c) shall be included in and subject 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 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 limitations 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 Amount3.3(d). (d) Within five (5) Business Days after If the Final Consideration Adjustment Amount Working Capital is finally determined pursuant to this Section 2.4: (i) if less than the 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 account designated by the Contributing Parties, an amount equal to the Final Consideration Adjustment Amount; (ii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative numberTarget Working Capital, then the Contributing Parties Sellers shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties pay an amount in cash equal to such shortfall to Purchaser, but in no event shall Sellers be obligated to reimburse any amounts in excess of $200,000 in the lesser of absolute value of the Final Consideration Adjustment Amount or the Cash Considerationaggregate under this Section 3.3. If the absolute value of the Final Consideration Adjustment Amount Working Capital is greater than the Cash ConsiderationTarget Working Capital, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is Purchaser shall promptly pay an amount in cash equal to zerosuch excess to the Sellers, neither but in no event shall Purchasers be obligated to pay any amounts in excess of $200,000 in the Partnership nor the Contributing Parties shall have any further obligation aggregate under this Section 2.43.3.

Purchase Price Adjustment. (a) On the Closing Date, Seller shall pay to Buyer, as a purchase price adjustment, Two Million Dollars ($2,000,000) in cash. (b) Within ninety forty-five (9045) days after the Closing Date, Seller shall pay to Buyer, as a purchase price adjustment, an additional Two Million Dollars ($2,000,000) in cash. (c) Within forty-five (45) Business Days after the Contributing Parties Closing Date, the Seller shall prepare and deliverdeliver to Buyer, or cause to be prepared and delivered, to the Partnership: (i) a worksheet showing the components of Net Working Capital balance sheet as of 11:59 p.m. local time 12:01 a.m. (Pacific Time) on the day immediately preceding the Closing Date (the “Final Working Capital WorksheetClosing Balance Sheet”) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities and a statement of the Contributed Entities Working Capital, derived from the Closing Balance Sheet (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (ii) the Contributing Parties’ calculation of the Net Working Capital based on the Final Working Capital Worksheet (the “Final Net Closing Working Capital”); (iii) a schedule (. The Closing Balance Sheet and Closing Working Capital shall be prepared by Seller using the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation and accrual methodologies that were used in the Contributing Parties’ calculation preparation of the Pre-Closing Capital Expenditures Amount (the “Final Pre-Closing Capital Expenditures Amount”) and (iv) the Contributing Parties’ calculation Financial Schedules. At request of the Final Consideration Adjustment Amount. In connection with Seller, Buyer shall promptly provide copies of all financial books, records and accounts of Group Companies reasonably necessary for Seller to prepare the Contributing Parties’ preparation Closing Balance Sheet and delivery statement of Closing Working Capital derived from the Closing Balance Sheet. (d) If Target Working Capital is more than Closing Working Capital, then Seller shall pay to Buyer, within ten (10) Business Days of the Final Closing Balance Sheet being deemed final and binding on the Parties pursuant to Section 2.04(f), an amount in cash equal to the excess of Target Working Capital Worksheetover Closing Working Capital. If Target Working Capital is less than Closing Working Capital, then Buyer shall pay to Seller, within ten (10) Business Days of the Final Net Closing Balance Sheet being deemed final and binding on the Parties pursuant to Section 2.04(f), an amount in cash equal to the excess of Closing Working Capital over Target Working Capital. (e) In the event that the Buyer objects to any of the calculations shown in the Closing Balance Sheet or Closing Working Capital, the Final Pre-Closing Capital Expenditures Worksheet and the calculation of the Final Consideration Adjustment Amount, the Partnership shall, and following provisions 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.apply: (bi) The Partnership on behalf of itself and Buyer may present 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 acceptanceSeller, 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 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 receipt by Buyer of the Final Consideration Adjustment Amount submitted by Closing Balance Sheet, with written notice of disagreement specifying in reasonable detail the Partnership nature and the Contributing Parties. The determination extent 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 Amountdisagreement. (dii) Within The Seller and the Buyer shall attempt in good faith to resolve any such disagreements within forty-five (545) Business Days after the Final Consideration Adjustment Amount receipt by Seller of the Buyer’s objections. If the Seller and the Buyer are unable to resolve any disagreement with respect to the Closing Balance Sheet within such forty-five (45) Business Day period, the items of disagreement alone will be promptly referred for final determination to the Reporting Accountants in accordance with the terms of Section 2.04(e)(iii). To the extent that the Reporting Accountants informs the Parties in writing that any items of disagreement relate to matters beyond their scope of engagement as set forth in Section 2.04(e)(v) below, the interpretation of such matters identified by the Reporting Accountants shall then be referred to the Reporting Arbitrator in accordance with the terms of Section 2.04(e)(iii). (iii) The Reporting Accountants and, to the extent required, the Reporting Arbitrator shall be engaged jointly by the Seller and the Buyer on the terms set out in this Section 2.04(e)(iii) and otherwise on such terms as shall be agreed, provided that neither the Seller nor the Buyer shall unreasonably refuse their agreement to terms proposed by the Reporting Accountants or the Reporting Arbitrator, as applicable, or by the Buyer or the Seller, as the case may be. If the terms of engagement of the Reporting Accountants or the Reporting Arbitrator, as applicable, have not been settled within forty-five (45) Business Days of their identity having been determined (or such longer period as the Seller and the Buyer may agree) then, unless the Seller or the Buyer unreasonably refuse agreement to those terms, those accountants or arbitrators, as applicable, shall be deemed never to have become the Reporting Accountants or the Reporting Arbitrator, as applicable, and new Reporting Accountants or the new Reporting Arbitrator, as applicable, shall be selected in accordance with the provisions of this Agreement. (iv) Except to the extent that the Seller and the Buyer mutually agree otherwise, the Reporting Accountants and the Reporting Arbitrator shall determine their own procedure and shall make their determination as soon as reasonably practicable. (v) Apart from procedural matters and as otherwise set out in this Agreement, the Reporting Accountants shall determine only whether any of the arguments for an alteration to the Closing Balance Sheet put forward in the notice referred to in Section 2.04(e)(i) is finally correct with respect to the application of GAAP in whole or in part, and if so, what alterations should be made to the Closing Balance Sheet in order to correct the relevant inaccuracy in it. All other matters related to any disagreement with respect to the Closing Balance Sheet and/or Closing Working Capital shall be determined by the Reporting Arbitrator. (vi) For the avoidance of doubt, the Reporting Accountants and the Reporting Arbitrator shall not be entitled to determine the scope of their own jurisdiction. (vii) The determination of the Reporting Accountants and the Reporting Arbitrator, as applicable, shall: A. be made in writing and made available for collection by the Seller and the Buyer at the offices of the Reporting Accountants or the Reporting Arbitrator, as applicable, or by mail at such time as the Reporting Accountant shall determine; and B. unless otherwise agreed by the Seller and the Buyer, include reasons for each relevant determination. (viii) The Reporting Accountants shall act as experts and not as arbitrators and their determination of any matter falling within their jurisdiction shall be final and binding on the Seller and the Buyer, save in the event of manifest error (when the relevant part of their determination shall be void and the matter shall be remitted to the Reporting Accountants for correction). (ix) The expenses of the Reporting Accountants and the Reporting Arbitrator shall be borne as they shall direct at the time they make any determination or, failing such direction, equally between the Buyer, on the one hand, and the Seller, on the other hand. (x) The Seller and the Buyer shall co-operate with the Reporting Accountants and the Reporting Arbitrator and comply with their reasonable requests made in connection with the carrying out of their duties under this Agreement. In particular, without limitation, the Buyer shall keep up-to-date all books and records relating to the Group Companies, subject to reasonable notice and confidentiality arrangements, and shall make available to one another’s accountants and other representatives and the Reporting Accountants or the Reporting Arbitrator, as applicable, all books and records relating to the Group Companies during normal office hours during the period from the appointment of the Reporting Accountants or Reporting Arbitrator, as applicable, down to the making of the relevant determination. (xi) Each Party shall, and shall procure that its accountants and the other advisers, the Reporting Accountants and the Reporting Arbitrator shall, keep all information and documents provided to them pursuant to this Section 2.42.04(e) confidential and shall not use the same for any purpose, except for disclosure or use in connection with the proceedings of the Reporting Accountants in accordance with this Section 2.04(e) or another matter arising out of this Agreement, or in defending any claim or argument or alleged claim or argument relating to this Agreement or its subject matter. (f) The Closing Balance Sheet will be deemed to be final and binding on the Parties upon: (i) thirty (30) days after the receipt by the Buyer of the Closing Balance Sheet if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a positive amount, the Partnership shall promptly deliver Buyer has not delivered to the Contributing Parties, by wire transfer Seller a notice of immediately available funds to the account designated by the Contributing Parties, an amount equal to the Final Consideration Adjustment Amount;disagreement; or (ii) if resolution of any disagreement by mutual written agreement of the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is Seller and the Buyer after a negative number, then the Contributing Parties shall promptly deliver timely notice of disagreement has been delivered to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; andBuyer; (iii) if notification by the Final Consideration Adjustment Amount Reporting Accountants and the Reporting Arbitrator of their final determination of the items of disagreement submitted to them; or (iv) acceptance in writing by the Buyer of the Closing Balance Sheet as finally determined pursuant to this Section 2.4 is equal to zero, neither submitted by the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4Seller.

Purchase Price Adjustment. (a) Within ninety No less than three (903) days after Business Days prior to the Closing Date, the Contributing Parties Company will deliver a statement to Purchaser (the “Estimated Closing Statement”) containing (i) an estimated balance sheet of the Company as of 11:59 p.m. on the day immediately prior to the Closing Date, (ii) the Estimated Company Cash, Estimated Company Indebtedness and Estimated Company Transaction Expenses, and (iii) a calculation of the Initial Closing Cash Consideration calculated with reference thereto. The Estimated Closing Statement and the calculations and determinations related thereto will be prepared in good faith from the Company’s books and records and calculated in accordance with the Accounting Principles. (b) Within sixty (60) days following the Closing Date, Purchaser shall prepare and deliver, or cause to be prepared and delivered, delivered to the Partnership: Seller a statement (the “Closing Statement”) containing (i) a worksheet showing the components actual balance sheet of Net Working Capital the Company as of 11:59 p.m. local time on the day immediately preceding prior to the Closing Date (the “Final Working Capital Worksheet”) (provided thatDate, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (ii) the Contributing Parties’ calculation actual amounts of the Net Working Capital based on the Final Working Capital Worksheet (the “Final Net Working Capital”); Company Cash, Company Indebtedness and Company Transaction Expenses as of such time, and (iii) a schedule (the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth 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 AmountClosing Cash Consideration. In connection The Closing Statement and the calculations and determinations related thereto will be prepared in good faith from the Company’s books and records and calculated in accordance 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 PartiesAccounting Principles. (bc) The Partnership on behalf If the Seller disagrees with any aspect of itself and the other Partnership Parties and acting through Closing Statement, the Conflicts Committee may provide a written notice accepting the Final Consideration Adjustment Amount at any time Seller may, within thirty (30) days after receipt of the Final Consideration Adjustment Amount. If the Partnership does not send such an acceptanceClosing Statement, and unless the Partnership on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee delivers deliver to the Contributing Parties Purchaser a written notice setting forth in reasonable detail any specific items in dispute that the Contributing Parties’ calculation of Seller has with respect to the Final Consideration Adjustment Amount disputed by Closing Statement and the Partnership basis for such dispute (each, a “Disputed ItemClosing Date Dispute”) and ). If the Seller does not so notify Purchaser of a written statement setting forth the Partnership’s calculation of each such Disputed Item on or prior dispute with respect to the thirtieth Closing Statement within such thirty (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 30)-day 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 Closing Statement will be final, conclusive and 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 on the Parties. If In the Partnership so notifies the Contributing Parties event of its objections to the Contributing Parties’ calculation any notification of the Final Consideration Adjustment Amount within the Objection Perioda dispute, the Partnership on behalf of itself Pxxxxxxxx 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 Seller will negotiate in good faith 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 conclusivesuch dispute. (cd) If the Partnership Purchaser and the Contributing Parties do not resolve all Disputed Items by the end of the Resolution PeriodSeller, then the Partnershipnotwithstanding such good faith effort, 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 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 fail to resolve such dispute within thirty fifteen (3015) days after the date on which Seller notifies Purchaser of his objections, then Purchaser and the Accounting Seller jointly will engage a nationally or regionally recognized accounting firm that is not presently providing and has not provided either party or their Affiliates with services in the last four (4) years as mutually agreed upon by Purchaser and the Seller (the “Arbitration Firm”) to resolve such dispute. As promptly as practicable thereafter, Purchaser and the Seller will prepare and submit presentations to the Arbitration Firm receives (the calculations “Dispute Presentations”). Purchaser and the Seller will cause the Arbitration Firm to promptly resolve only those items remaining in dispute between the Parties in accordance with the provisions of this ARTICLE 2 within the range of the Final Consideration Adjustment Amount submitted by the Partnership difference between Purchaser’s position with respect thereto and the Contributing Parties. The determination of the Accounting Firm shall be conclusive and binding Seller’s position with respect thereto based solely upon the Parties and shall not be subject to appeal or further review absent manifest errorinformation set forth in the Dispute Presentations. The costs of any fees and expenses of the Accounting Arbitration Firm and of any enforcement of the determination thereof, will be borne by the Parties in inverse proportion as they may prevail on the matters resolved by the Arbitration Firm, which proportionate allocation will be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and will be determined by the Arbitration Firm at the time the determination of such firm is rendered on the merits of the matters submitted. All determinations made by the Arbitration Firm will be shared equally by final, conclusive and binding on 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. (de) Within five (5) Business Days after If the Final Closing Cash Consideration Adjustment Amount is finally determined pursuant to this Section 2.4: (i) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 2.3(c) or Section 2.3(d)) is a positive amountless than the Initial Closing Cash Consideration (the amount of such deficiency is referred to herein as the “Deficiency”), the Partnership shall promptly deliver then an aggregate amount in cash equal to the Contributing Parties, Deficiency will be payable to Purchaser by the Seller by wire transfer of immediately available funds to no later than ten (10) Business Days following the account designated by the Contributing Parties, an amount equal to date on which the Final Closing Cash Consideration Adjustment Amount;is finally determined pursuant to Section 2.3(c) or Section 2.3(d). (iif) if If the Final Closing Cash Consideration Adjustment Amount (as finally determined pursuant to this Section 2.4 2.3(c) or Section 2.3(d)) is a negative numbergreater than the Initial Closing Cash Consideration, then the Contributing Parties Purchaser shall promptly deliver pay or cause to be paid to the Partnership Parties, Seller an aggregate amount equal to such excess by wire transfer of immediately available funds to no later than ten (10) Business Days following the account designated by the Partnership Parties an amount equal to the lesser of absolute value of date on which the Final Closing Cash Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to Section 2.3(c) or Section 2.3(d). (g) Any adjustments made pursuant to this Section 2.4 is equal 2.3 shall be treated as an adjustment to zerothe Purchase Price, neither except to the Partnership nor extent that applicable Tax Law does not permit such treatment, and the Contributing Parties shall have any further obligation under agree to file their Tax Returns accordingly, except as otherwise required by a change in applicable Law after the Closing Date or a Final Determination. (h) For purposes of complying with the terms set forth in this Section 2.42.3, each Party shall reasonably cooperate with and make available to the other Party and its respective accountants and other representatives all information, records, data and working papers, and shall permit access to its records, facilities and personnel, as may be reasonably requested in connection with this Section 2.3, including the resolution of any Closing Date Dispute.

Purchase Price Adjustment. 2.2.1 The Price shall be increased or decreased, on a euro-for-euro basis, by the amount (aif any) Within ninety (90) days after by which the total liabilities of the Company and the Subsidiary on a consolidated basis as of the Closing Date, Date is less than or exceeds the Contributing Parties shall prepare Company’s and deliver, or cause to be prepared and delivered, to the Partnership: Subsidiary’s (ion a consolidated basis) a worksheet showing the components of Net Working Capital current assets as of 11:59 p.m. local time on the day immediately preceding the Closing Date (the “Final Working Capital WorksheetAdjustment”). For purposes of computing the working capital adjustment, the reasonable costs incurred by Data Presse in (i) Data Presse’s acquisition of the shares of Archipel Production (not to exceed EUR 66,810) and (ii) preparing the different financial statements or estimated interim accounts at January 31, February 28, and March 31, 2010 (not to exceed EUR 31,900) shall be excluded. The Sellers acknowledge and agree that they shall reimburse the Purchaser for the portion of the registration fee (which reimbursement shall not be an adjustment to the Price) as set forth in Schedule 2, and the wire instructions contained in Schedule 1 have reflected that reimbursement. 2.2.2 The Sellers delivered to the Purchaser an estimated balance sheet of the Company as of March 31, 2010, prepared in accordance with GAAP (the “Estimated Balance Sheet”), together with supporting schedules, including lists of all trade payables, accrued expenses and accounts receivable of the Company reflected in the Estimated Balance Sheet. A copy of the Estimated Balance Sheet is attached hereto as Exhibit A. Pursuant to the Estimated Balance Sheet the estimated Working Capital Adjustment to the Price (the “Estimated Working Capital Adjustment”) is EUR 237,009. 2.2.3 Within 75 days following the Closing, the Purchaser shall prepare, or cause to be prepared, a balance sheet of the Company as of the Closing Date, prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Promptly thereafter, the Purchaser shall prepare and deliver to the Sellers a certificate, verified as to accuracy by an officer of the Purchaser (the “Closing Date Payment Certificate”) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities i) attaching a copy of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); Closing Date Balance Sheet and (ii) the Contributing Parties’ calculation setting forth its determination of the Net Working Capital based on Adjustment, if any, which shall be prepared in accordance with GAAP. If within 30 days after the Final Working Capital Worksheet (Closing Date Payment Certificate is delivered to the “Final Net Working Capital”); (iii) a schedule (the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth 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 WorksheetSellers, 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 Sellers shall cause the Contributed Entities to, (x) permit the Contributing Parties and their Representatives to not have reasonable access given written notice 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 Purchaser setting forth in reasonable detail any specific items objection to the Working Capital Adjustment, then such determination of the Working Capital Adjustment shall be final and binding on the parties. If the Sellers, within such 30 day period following delivery of the Closing Date Payment Certificate, shall give written notice to the Purchaser setting forth in reasonable detail any objection to such determination of the Working Capital Adjustment, the Purchaser and the Sellers shall endeavor to reach agreement within the ten business day period following the receipt by the Purchaser of any notice of objection. If the parties are unable to reach agreement within such ten business day period, then the matter shall be submitted to the Independent Accountants for determination of the Working Capital Adjustment, which determination shall be final and binding on the Purchaser and Sellers. In connection with the resolution of any dispute described herein, each party shall pay its own fees and expenses, including its own legal, accounting and consulting fees and expenses. If the Working Capital Adjustment (as determined by the Independent Accountants) does not exceed the Working Capital Adjustment as set forth in the Contributing Parties’ calculation Closing Date Payment Certificate by at least €100,000, then the cost and expense of the Final Consideration Adjustment Amount disputed Independent Accountants shall be paid by the Partnership Sellers, on a joint and several basis; in all other cases, the cost and expense of the Independent Accountants shall be borne equally by the Purchaser and the Sellers (eachin each case, a “Disputed Item”) jointly and a written statement setting severally). 2.2.4 If the Working Capital Adjustment is greater than the Estimated Working Capital Adjustment as set forth in the Partnership’s calculation of each such Disputed Item on or prior Estimated Closing Date Payment Certificate, then the Sellers shall jointly and severally repay to the thirtieth Purchaser within ten (30th10) day after the Partnership’s business days following receipt of the Final Working Capital WorksheetClosing Date Payment Certificate or, 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 shallif disputed, within thirty (30) ten business 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 earlier 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 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 parties resolve the calculations dispute or the date of the Final Consideration Adjustment Amount submitted by the Partnership and the Contributing Parties. The determination of the Accounting Firm Working Capital Adjustment by the Independent Accountants, the difference between the Working Capital Adjustment and the Estimated Working Capital Adjustment. If the Estimated Working Capital Adjustment is less than the Working Capital Adjustment as determined herein, then the Purchaser shall be conclusive and binding upon pay to the Parties and shall not be subject to appeal or further review absent manifest error. The costs and expenses Sellers, on a pro rata basis in accordance with their respective Shares, within ten (10) business days following receipt of the Accounting Firm will be shared equally by Closing Date Payment Certificate or, if disputed, within ten business days following the Parties. The Parties agree that earlier of the procedures set forth in this Section 2.4 shall be date on which the sole and exclusive method for resolving disputes regarding parties resolve their dispute or the date of determination of the Final Consideration Working Capital Adjustment Amountby the Independent Accountants, the difference between the Estimated Working Capital Adjustment and the Working Capital Adjustment. (d) Within five (5) Business Days after the Final Consideration Adjustment Amount is finally determined pursuant to 2.2.5 For all purposes of this Section 2.4: (i) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a positive amountAgreement, the Partnership term “Independent Accountants” shall promptly deliver to the Contributing Parties, by wire transfer mean an independent accounting firm of immediately available funds to the account designated national or regional reputation which is selected by the Contributing Parties, an amount equal to Purchaser and the Final Consideration Adjustment Amount; Sellers (ii) or if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver to the Partnership Parties, they cannot agree by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value decision of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value President of the Final Consideration Adjustment Amount is greater than the Cash ConsiderationCommercial Court of Paris given in summary proceedings (statuant en référé), then the Partnership Agreement Amendment will address the satisfaction upon request of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4either party).

Purchase Price Adjustment. In the event that the Net Working Capital of Target as of the Closing Date is less than or more than $2,500,000 the aggregate principal amount of the Subordinated Notes shall be adjusted on a dollar for dollar basis downward or upward, as the case may be. The Parties estimate the Net Working Capital of Target as of the Closing Date to be approximately $2,466,155 (a) Within ninety (90) days after the "ESTIMATED NET WORKING CAPITAL"). The calculation of such Estimated Net Working Capital is set forth in Annex II attached hereto. Since the Estimated Net Working Capital is less than $2,500,000 the aggregate principal amount of the Subordinated Notes shall be reduced by $33,845. After the Closing Date, the Contributing Parties shall prepare and deliver, or cause to be prepared and delivered, to the Partnership: (i) a worksheet showing the components of actual Net Working Capital of Target as of 11:59 p.m. local time on the day immediately preceding the Closing Date (the “Final Working Capital Worksheet”"FINAL NET WORKING CAPITAL") (provided thatwill be determined in accordance with the provisions hereof, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects by the Parties based on the assets or liabilities Target's financial statements as of the Contributed Entities (other than Closing Date, which shall have been prepared by Buyer in accordance with GAAP consistently applied and provided to the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result Sellers within 90 days of the transactions contemplated by this Agreement); (ii) Closing Date. Within 30 days of receipt of 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 forth 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 Principal shall provide any comments relating to such Final Pre-Closing Net Working Capital Expenditures Worksheet to Buyer. If within 30 days (or such longer period agreed to by Buyer and the Principal) after receipt of such comments of KINDERHOOK SYSTEMS, INC. STOCK PURCHASE AGREEMENT -6- 12 the Principal, the Principal and Buyer have not finally agreed on the calculation of the Final Consideration Adjustment AmountNet Working Capital, the Partnership shallPrincipal and Buyer shall request Ernst & Young, LLP (the fees and expenses of which shall cause be paid 50% by Buyer and 50% by the Contributed Entities toSellers (in the aggregate)) to calculate the Final Net Working Capital. In such event, (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 Buyer and the Contributed Entities pertaining Principal agree to use their reasonable best efforts to cause Ernst & Young, LLP to submit to Buyer and the Principal such 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 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 later 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 Partiessuch request. The determination of the Accounting Firm Final Net Working Capital derived from such calculation shall be final, 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 on the Parties. The Parties agree In the event that the procedures Final Net Working Capital as so determined is greater than the Estimated Net Working Capital, Buyer shall pay to the Sellers (pro-rata based on the allocation of the Purchase Price 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. (dAnnex I) Within within five (5) Business Days after business days of the receipt of such calculation the difference between the Final Consideration Adjustment Amount is finally determined pursuant to this Section 2.4: (i) if Net Working Capital and the Estimated Net Working Capital. In the event that the Final Consideration Adjustment Amount Net Working Capital as finally so determined pursuant to this Section 2.4 is a positive amountless than the Estimated Net Working Capital, the Partnership Sellers shall promptly deliver pay to Buyer within five (5) business days of the receipt of such calculation the difference (pro-rata based on the allocation of the Purchase Price set forth in Annex I) between the Estimated Net Working Capital and the Final Net Working Capital. Notwithstanding the last two sentences preceding this sentence, in the event the Final Net Working Capital is more or less than the Estimated Net Working Capital by $100,000 or more, the Parties shall make a corresponding adjustment to the Contributing Parties, by wire transfer of immediately available funds to the account designated by the Contributing Parties, an aggregate principal amount equal to the Final Consideration Adjustment Amount; (ii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount or Subordinated Notes in lieu of a cash payment; provided, however, that a pro rata cash payment shall be effected among Buyer and such Sellers' without rights in the Cash Consideration. If Subordinated Note (based upon the absolute value allocation of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4Purchase Price set forth in Annex I).

Purchase Price Adjustment. (a) Within ninety (90) days after the Closing Date, the Contributing Parties shall prepare and deliver, or cause to be prepared and delivered, to the Partnership: (i) a worksheet showing the components of Net Working Capital as of 11:59 p.m. local time on the day immediately preceding the Closing Date (the “Final Working Capital Worksheet”) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (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 forth 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 Concurrently with the Contributing Parties’ preparation execution and delivery of the Final Working Capital Worksheetthis Agreement, the Final Net Working Capital, the Final Pre-Closing Capital Expenditures Worksheet and the calculation University shall deliver to Buyer a reasonably detailed projection 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 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 operating revenues and expenses of the Accounting Firm will Business (determined in accordance with GAAP) for the period beginning on January 1, 2005 and ending on May 31, 2005 (inclusive of such dates) (the "Spring 2005 Semester"), which shall be shared equally by set forth on Schedule 4.2 hereto (the Parties"Estimated Budget"). The Parties agree On or before January 24, 2005, Buyer and the University shall review and revise the Estimated Budget in such manner as may be necessary to accurately reflect the actual operating expenses and revenues of the Business (determined in accordance with GAAP) for the Spring 2005 Semester, which shall be set forth on an updated Schedule 4.2 to this Agreement (the "Final Budget"). To the extent that the procedures set forth total operating expenses of the Business, as reflected in this Section 2.4 the Final Budget, exceed the total operating revenues of the Business, as reflected in the Final Budget the cash Purchase Price 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 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, reduced by wire transfer of immediately available funds to the account designated by the Contributing Parties, an amount equal to such excess ("Reduction Amount") and the balance of the Purchase Price shall, at Closing be transferred to the Sisters; except that to the extent the graduate revenues projected in the final Budget are less than those projected in the Estimated Budget ("Graduate Revenue Decrement"), then, the Reduction Amount shall be reduced by the Graduate Revenue Decrement and that amount shall be placed in an escrow ("Escrow Reserve") to be held by the Escrow Agent. A final accounting of Spring 2005 Semester graduate enrollments and related revenues earned after December 31, 2004 but prior to May 31, 2005 shall be completed by the University and certified by its chief financial officer and its president to the Buyer and the Sisters no later than June 15, 2005. In the event that the actual graduate enrollment related revenues are less than those contained in the Final Consideration Adjustment Amount; (ii) if Budget, the difference may, no later than July 15, 2005, be withdrawn by the Buyer from the Escrow Reserve, up to the maximum of the Escrow Reserve. Any funds remaining in the Escrow Reserve after July 15, 2005 shall be dispersed to or as directed by the Sisters. All reports prepared in pursuit of this provision shall be prepared in accordance with GAAP. Buyer and the University agree that all student accounts receivable, as reflected in the Estimated Budget and the Final Consideration Adjustment Amount as finally determined pursuant Budget, shall be appropriately discounted (in accordance with GAAP) to this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4reflect their historic collection rate.

Purchase Price Adjustment. (a) Within ninety No later than five (905) days after Business Days prior to the Closing Date, the Contributing Parties Seller shall prepare and deliverdeliver to Buyer a statement setting forth in reasonable detail, or cause to be prepared and delivered, to the Partnership: (i) a worksheet showing including each of the components described on Schedule 1.1(d), Seller’s good faith estimate of Net the Working Capital as of 11:59 p.m. local time on the day immediately preceding the Closing Date (the “Final Working Capital Worksheet”) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (ii) the Contributing Parties’ calculation of the Net Working Capital based on the Final Working Capital Worksheet (the “Final Net Estimated Working Capital”); . (iiib) On the Closing Date, the Base Purchase Price shall be (i) increased, if the Estimated Working Capital exceeds $0, by an amount equal to such excess up to a schedule maximum of $3,000,000 (notwithstanding that the Estimated Working Capital may exceed $0 by more than $3,000,000) or (ii) decreased, if the Estimated Working Capital is less than $0, by an amount equal to the absolute value of such negative amount (such increase or decrease, as the case may be, being the “Estimated Closing Adjustment”). (c) Within sixty (60) days following the Closing Date, Buyer shall deliver or cause to be delivered to Seller a statement (the “Final Pre-Preliminary Closing Capital Expenditures WorksheetStatement”) setting forth the Contributing Parties’ in reasonable detail Buyer’s good faith calculation of the Pre-Working Capital as of the Closing Date, along with a copy of the computations and workpapers used in connection with the Preliminary Closing Statement (it being understood that, if Buyer or the Company employs a firm of independent accountants in connection with the preparation of the Preliminary Closing Statement, Buyer shall cause such independent accountants to make available to Seller any computations and workpapers used in connection with the preparation of the Preliminary Closing Statement). Seller shall make available to Buyer and its independent accountants such access to such Books and Records as may be reasonably requested by Buyer to prepare the Preliminary Closing Statement. (d) Seller shall have thirty (30) days following receipt of the Preliminary Closing Statement to review the calculation of the Working Capital Expenditures Amount as of the Closing Date set forth therein and to notify Buyer in writing if Seller disputes the amount of the Working Capital as of the Closing Date set forth in the Preliminary Closing Statement (the “Final Pre-Closing Capital Expenditures AmountDispute Notice”) and (iv) ), specifying the Contributing Parties’ calculation of the Final Consideration Adjustment Amountreasons therefor in reasonable detail. In connection with Seller’s review, Buyer shall cause to be provided to Seller and its representatives reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Buyer, the Contributing Parties’ Company or their respective representatives (including any independent accounting firm) in connection with the preparation and delivery of the Final Working Capital Worksheet, the Final Net Working Capital, the Final Pre-Preliminary Closing Capital Expenditures Worksheet Statement and the calculation of the Final Consideration Adjustment AmountWorking Capital as of the Closing Date set forth therein, and to personnel of Buyer, the Partnership Company and of their respective representatives (including any independent accounting firm) who contributed to or have knowledge of the preparation of the Preliminary Closing Statement and the calculation of the Working Capital as of the Closing Date set forth therein and any other information which Seller reasonably requests, and Buyer shall, and shall cause the Contributed Entities Company and the respective representatives of the Buyer and the Company (including any independent accounting film) to, cooperate reasonably with Seller and its representatives in connection therewith. (xe) permit In the Contributing Parties event that Seller shall deliver a Dispute Notice to Buyer, Buyer and their Representatives Seller shall cooperate in good faith to have reasonable access resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the books, records Preliminary Closing Statement 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 Working Capital as of the Closing Date set forth therein shall be made in accordance with the agreement of Buyer and provide the Contributing Parties with copies thereof Seller. If Buyer and Seller are unable to resolve any such dispute within fifteen (15) Business Days of Seller’s delivery of such Dispute Notice (or such longer period as reasonably requested Buyer and Seller shall agree in writing), such dispute shall be resolved 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 acceptanceIndependent Accounting Film, and unless the Partnership such determination shall be final and binding 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 appropriatehereto. The Independent Accounting Firm 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. In making such determination, the Independent Accounting Firm may rely only upon information submitted to it by Buyer and Seller. Seller shall provide the Independent Accounting Firm with such access to such Books and Records as may still be in the Partnership’s and the Contributing Parties’ respective calculations possession of the Final Consideration Adjustment Amount that are identified Seller as Disputed Itemsmay be reasonably requested by such Independent Accounting Firm to conduct its review. The scope of the Disputed Items to be resolved by the Independent Accounting Firm shall be limited instructed to correcting mathematical errors and determining whether the items and amounts in dispute were determined in compliance with this Section 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 best efforts to cause deliver to Buyer and Seller a written report setting forth the Accounting Firm to resolve such dispute resolution of each disputed matter within thirty (30) days of submission of such dispute to it and, in any case, as promptly as practicable after such submission. Any expenses relating to the date on which engagement of the Independent Accounting Firm receives the calculations in respect of the Final Consideration Adjustment Amount submitted by the Partnership and the Contributing Parties. The determination of the Accounting Firm its services pursuant to this Section 3.3(e) 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 PartiesBuyer and Seller. The Parties agree that the procedures set forth in this Section 2.4 “Final Working Capital” 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 Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a positive amountno Dispute Notice has been timely delivered by Seller, the Partnership shall promptly deliver to Working Capital as of the Contributing PartiesClosing Date set forth in the Preliminary Closing Statement, by wire transfer of immediately available funds to the account designated by the Contributing Parties, an amount equal to the Final Consideration Adjustment Amount; or (ii) if a Dispute Notice has been timely delivered by Seller, the Final Consideration Adjustment Amount Working Capital as finally determined pursuant of the Closing Date set forth in the Preliminary Closing Statement, as adjusted to take into account the resolution of such dispute in accordance with this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.43.3(e).

Purchase Price Adjustment. (a) Within As promptly as practicable, but no later than ninety (90) days after the Closing Date, the Contributing Parties Purchaser shall prepare and deliver, or cause to be prepared and delivered, delivered to the Partnership: Selling Stockholder the Closing Statement (as defined below) and a certificate based on such Closing Statement setting forth Purchaser’s calculation of (i) a worksheet showing Closing Working Capital and (ii) Closing Net Debt. The closing statement (the components of “Closing Statement”) shall present the Net Working Capital as of 11:59 p.m. local time the close of business on the day immediately preceding the Closing Date (the “Final Closing Working Capital WorksheetCapital”) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects and Net Debt as of the close of business on the Closing Date (“Closing Net Debt”) and shall be prepared in accordance with GAAP. “Net Working Capital” means the consolidated current assets or of each of the Company and the Subsidiaries (exclusive of cash), reduced by the consolidated current liabilities of the Contributed Entities (other than Company and the elimination Subsidiaries, in each case as determined in accordance with GAAP. “Net Debt” shall mean the amount of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result Indebtedness of the transactions contemplated Company and the Subsidiaries on a consolidated basis less the amount of cash held by this Agreement); (ii) the Contributing Parties’ Company and the Subsidiaries. For the avoidance of doubt, any asset or liability included in the calculation of the Net Working Capital based on will not be included in the Final calculation of Net Debt so that the calculation of Net Working Capital Worksheet and Net Debt do not double count any asset or liability. The preparation of the Closing Statement shall be for the purpose of determining the difference between the target Net Working Capital of negative Three Hundred and Eight Thousand, Fifty-Five Dollars (-$308,055) (the “Final Net Target Working Capital”); (iii) a schedule (the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth 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 sum of the Final Working Capital Worksheet, the and Final Net Working CapitalDebt (each, as defined below) and for calculating the Final Pre-Closing Capital Expenditures Worksheet and payment to be made pursuant to Section 2.4(e). Attached hereto as Schedule 2.4(a)(i) is a schedule showing 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 Target Working Capital after giving effect to the books, records and other documents pro forma adjustments in accordance with GAAP (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 PeriodReference Statement”), 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 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 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 account designated by the Contributing Parties, an amount equal to the Final Consideration Adjustment Amount; (ii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4.

Purchase Price Adjustment. (a) Within For purposes of this Agreement, the “Adjustment Amount” shall be the absolute value of the difference between the Purchase Price and the Estimated Purchase Price as finally determined pursuant to this Section 1.4. After the Closing, the Purchase Price will be increased or decreased, on a dollar-for-dollar basis, as applicable, by the Adjustment Amount. (b) No later than ninety (90) days after following the Closing Date, the Contributing Parties Purchaser shall prepare and deliver, or cause to be prepared and delivered, deliver to the Partnership: Sellers’ Representative a statement (the “Closing Date Statement”) providing (i) a worksheet showing the components its calculation of Net Working Capital as of 11:59 p.m. local time on the day immediately preceding (A) the Closing Date (the “Final Working Capital Worksheet”) Amount (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on prepared in a manner consistent with the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (ii) the Contributing Parties’ calculation of principles contained in the Net Working Capital Schedule) and the Working Capital Adjustment, if any, (B) the Closing Cash and Cash Equivalents, (C) the Closing Date Indebtedness and (D) the Unpaid Transaction Expenses and (ii) based on the Final Working Capital Worksheet amounts set forth in clause (the “Final Net Working Capital”i); (iii) a schedule (the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth 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 Purchase Price and the calculation of the Final Consideration Adjustment Amount, together with reasonable supporting detail and documentation (collectively, the Partnership shall“Post-Closing Deliveries”). (c) During the Dispute Period and Resolution Period (each as defined below), and the Purchaser shall cause the Contributed Entities toCompany Group to (i) provide the Sellers’ Representative and its authorized Representatives, (x) permit the Contributing Parties during normal business hours and their Representatives to have upon reasonable prior notice, reasonable access to the bookssuch senior finance employees, relevant Representatives, documents, books and accounting records and other documents (including internal work papers, schedules, financial statements memoranda and memorandaother documents) and supporting data as may be reasonably requested by or at the direction of the Contributed EntitiesSellers’ Representative in connection with its (and its Representatives’) review of the Post-Closing Deliveries, in each case, solely to the extent reasonably related to the Post-Closing Deliveries; provided that such access does not unreasonably interfere with the conduct of the Business and (yii) cooperate with the Contributing Parties Sellers’ Representative and their Representatives its authorized Representatives, including the provision on a reasonably timely basis of all information reasonably necessary or useful in seeking to obtain work papers from connection with analyzing 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 PartiesPost-Closing Deliveries. (bd) 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 After receipt of the Final Consideration Adjustment Amount. If Post-Closing Deliveries, the Partnership does not send such an acceptanceSellers’ Representative shall review the Post-Closing Deliveries and, and unless no later than forty-five (45) days after receipt by 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 PartiesSellers’ calculation Representative 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 PrePost-Closing Capital Expenditures Worksheet Deliveries (such period, the “Objection Dispute Period”), the Partnership will Sellers’ Representative shall notify the Purchaser in writing that (i) the Sellers’ Representative agrees with the Closing Date Statement and the Adjustment Amount (an “Approval Notice”) or (ii) the Sellers’ Representative disagrees with such calculations, identifying with reasonable specificity the items with which the Sellers’ Representative disagrees and the basis therefor and proposed amounts (a “Dispute Notice”). The Sellers shall be deemed to have waived any rights to object to the Post-Closing Deliveries unless the Sellers’ Representative delivers a Dispute Notice to the Purchaser within the Dispute Period and, if the Dispute Period expires without the Sellers’ Representative so delivering a Dispute Notice, then the Post-Closing Deliveries shall become final and binding on the Parties for all purposes of this Agreement and not subject to further audit or arbitration, except to correct manifest clerical or mathematical errors. If the Sellers’ Representative timely delivers to the Purchaser a Dispute Notice, all items in the Post-Closing Deliveries, other than such matters that are specifically disputed in the Dispute Notice, shall be deemed to be irrevocably accepted and agreed to by the Contributing Parties, except as necessary to correct manifest clerical or mathematical errors. Upon receipt by the Purchaser of a Dispute Notice, the Purchaser, on the one hand, and the Sellers’ calculation Representative and the Sellers’ Representative’s accountants, on the other hand, will use good-faith efforts during the thirty (30) day period following the date of the Final Consideration receipt by the Purchaser of a Dispute Notice (the “Resolution Period”) to resolve any differences they may have as to the items and amounts set forth in the Dispute Notice. If the Purchaser and the Sellers’ Representative cannot reach written agreement during the Resolution Period, within five (5) Business Days thereafter, their disagreements, limited to only those items and amounts set forth in the Dispute Notice which are still in dispute (the “Remaining Disputes”), shall be promptly submitted to a nationally recognized independent public accounting firm reasonably satisfactory to both the Purchaser and the Sellers’ Representative (the “Independent Accountant”). The Sellers’ Representative and the Purchaser will cooperate fully with the Independent Accountant to facilitate its resolution of the Remaining Disputes, including by providing a written statement that contains the calculations and methodology used to prepare or calculate the Closing Date Statement, the Adjustment Amount and such agreement the Remaining Disputes and submitting each of their proposed calculations of the Post-Closing Deliveries; provided, however, notwithstanding anything to the contrary herein, no Party will be finaldisclose to the Independent Accountant, binding and conclusivethe Independent Accountant will not consider for any purpose, any settlement discussions or settlement offer made by any Party. Any items The Independent Accountant shall determine the Post-Closing Deliveries in accordance with GAAP and the terms of this Section 1.4 and the principles contained in the Contributing Parties’ calculation Net Working Capital Schedule (the “Independent Accountant Determination”); provided that such Independent Accountant Determination of the Final Consideration Adjustment Amount shall be equal to which or between the Partnership has not given notice amount of objection within the Objection Period will be deemed to have been agreed upon Adjustment Amount proposed by each of the Purchaser and the Sellers’ Representative, as adjusted for any differences resolved by the Parties. If Sellers’ Representative and the Partnership so notifies the Contributing Parties of its objections Purchaser prior to the Contributing Parties’ calculation submission of the Final Consideration Adjustment Amount within Remaining Disputes to the Objection Period, the Partnership on behalf of itself Independent Accountant. Such Independent Accountant Determination shall be completed as promptly as practicable and the other Partnership Parties and acting through the Conflicts Committee and the Contributing Parties shall, within if possible in no event later than thirty (30) days following such notice (the “Resolution Period”)submission of the Remaining Disputes to the Independent Accountant, attempt to resolve the Disputed Items. Any resolution shall be explained in reasonable detail and confirmed by the Partnership Independent Accountant in writing to, and shall be final and binding on the Contributing Parties during the Resolution Period as for all purposes of this Agreement and not subject to any Disputed Items will be finalfurther audit or arbitration, binding and conclusiveexcept to correct manifest clerical or mathematical errors. (ce) If the Partnership and the Contributing Parties do not resolve all Disputed Items by the end of the Resolution PeriodThe fees, 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 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 Independent Accountant shall be allocated between the Sellers’ Representative, on the one hand, and the Purchaser, on the other hand, based upon the percentage that the amount not awarded to the Sellers’ Representative or the Purchaser pursuant to Section 1.4(d) bears to the amount actually contested by the Sellers’ Representative or the Purchaser, as applicable, such that the prevailing Party pays the lesser proportion of such fees, costs and expenses (for example, if the Sellers’ Representative claims that the appropriate adjustments are $1,000 greater than the amount determined by the Purchaser, and the Independent Accountant ultimately resolves the dispute by awarding to the Sellers’ Representative $700 of the $1,000 disputed, then the fees, costs and expenses of the Independent Accountant will be shared equally by allocated 70% (i.e., 700 ÷ 1,000) to the Parties. The Parties agree that Purchaser and 30% (i.e., 300 ÷ 1,000) to 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 AmountSellers’ Representative). (df) Within five On the fifth (55th) Business Days Day after the Final Consideration earliest of (1) the receipt by the Purchaser of an Approval Notice, (2) the expiration of the Dispute Period if the Purchaser has not received an Approval Notice or a Dispute Notice within such period, (3) the resolution by the Sellers’ Representative and the Purchaser of all differences regarding the Closing Date Statement and the Adjustment Amount is finally within the Resolution Period or (4) the receipt of the Independent Accountant Determination, the Adjustment Amount (if any) as agreed or determined pursuant to this Section 2.41.4, shall be paid as follows: (i) if If the Final Consideration final Purchase Price is less than the Estimated Purchase Price, and (A) the Adjustment Amount as finally determined pursuant is greater than the Adjustment Escrow Amount, then the Purchaser and the Sellers’ Representative shall deliver joint written instructions to this Section 2.4 is a positive amount, the Partnership shall promptly Escrow Agent instructing the Escrow Agent to deliver to the Contributing PartiesPurchaser from the Adjustment Escrow Account all funds contained in the Adjustment Escrow Account; or (B) the Adjustment Amount is less than the Adjustment Escrow Amount, then the Purchaser and the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to (y) the Purchaser from the Adjustment Escrow Account an amount equal to the Adjustment Amount and (z) the Sellers the remaining funds contained in the Adjustment Escrow Account. Notwithstanding anything contained herein to the contrary, the Sellers shall have no Liability under this Section 1.4 for any Adjustment Amount in excess of the Adjustment Escrow Amount. (ii) If the final Purchase Price is greater than the Estimated Purchase Price, then (A) the Purchaser and the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to the Sellers from the Adjustment Escrow Account all funds contained in the Adjustment Escrow Account, and (B) the Purchaser shall pay to the Sellers the Adjustment Amount by wire transfer of immediately available funds to the account or accounts designated by the Contributing PartiesSellers’ Representative. Notwithstanding anything contained herein to the contrary, the Purchaser shall have no Liability under Section 1.4(f)(ii)(B) for any Adjustment Amount in excess of an amount equal to the Final Consideration Adjustment Escrow Amount;. (iig) For greater clarity, in the event either Party breaches any provision of this Section 1.4, without limiting any other remedies available to it, the nondefaulting Party shall have the right to obtain injunctive relief, if necessary, to cause the Final Consideration Adjustment Amount as finally determined breaching Party to comply in a timely manner with its obligations under this Section 1.4. (h) The Parties agree to treat any payment pursuant to this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver 1.4 as an adjustment to the Partnership PartiesPurchase Price for all Tax purposes, except as otherwise required by wire transfer Law. (i) The Parties agree that the Sellers’ Representative is responsible for directing any Unpaid Transaction Expenses that become payable to any employees following the Closing on account of immediately available funds (1) actions taken by the Sellers or the Sellers’ Representative, (2) actions taken by any Company Group Member on or prior to the account designated by the Partnership Parties an amount equal Closing Date, or (3) under Contracts at Closing which provide for payments following Closing, in each case as described herein, and that and that no Company Group Member shall be responsible for determining any amounts owed to the lesser of absolute value employees as Unpaid Transaction Expenses pursuant to any of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and foregoing clauses (iii1) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4through (3).

Purchase Price Adjustment. (ai) At least two (2) business days prior to the Closing Date, Sellers and Purchaser shall agree on a good faith estimate of current assets and current liabilities, as those terms are defined as of December 31, 2003 under generally accepted accounting principles in the United States ("GAAP"), as of the Closing Date (but without giving effect to the Closing) (the "Estimated Working Capital Amount"), which Estimated Working Capital Amount shall be used to adjust the Base Purchase Price on the Closing Date. In the event the parties cannot agree, the Estimated Working Capital Amount shall be reasonably established by Sellers in good faith, after consultation with Purchaser. Without limiting the foregoing, "current assets" for purposes of this Section 1.02(c)(i) shall include cash (other than cash held in escrow with respect to the items set forth on Schedule 1.02(c)(i)), accounts receivable, income tax receivable, prepaid expenses (including utilities, real estate taxes and other prepaid items), base stock and other supplies, inventory, deposits, current portion of notes receivable and other miscellaneous current assets of the Company and its Subsidiaries (and, for the avoidance of doubt, shall also include any assets of the type excluded in the calculation of Reference Working Capital Amount pursuant to Section 1.02 hereof); and "current liabilities" for purposes of this Section 1.02(c)(i) shall include accounts payable, short-term debt, accrued and unpaid real estate taxes, accrued and unpaid interest on any financings to be assumed by Purchaser, other accrued liabilities such as payroll, vacation, employee benefits and workers compensation claims as well as customer deposits, deferred income and other miscellaneous current liabilities of the Company and its Subsidiaries (and, for the avoidance of doubt, shall also include all liabilities of the type excluded in the calculation of Reference Working Capital Amount pursuant to Section 1.02 hereof). If the Estimated Working Capital Amount exceeds the Reference Working Capital Amount as of the Closing Date, the Base Purchase Price shall be increased by the amount of such difference. If the Estimated Working Capital Amount is less than the Reference Working Capital Amount as of the Closing Date, the Base Purchase Price shall be reduced by the amount of such difference. (ii) Within ninety (90) days after the Closing Date, Sellers and Purchaser shall agree on a final calculation of current assets and current liabilities of the Contributing Parties shall prepare and deliver, or cause to be prepared and delivered, to the Partnership: (i) a worksheet showing the components of Net Working Capital Company under GAAP as of 11:59 p.m. local time on the day immediately preceding the Closing Date (but without giving effect to the “Closing) (each as calculated in accordance with Section 1.02(c)(i) and for the avoidance of doubt, shall include all assets and liabilities of the type excluded in the calculation of Reference Working Capital Amount pursuant to Section 1.02 hereof), (the "Final Working Capital Worksheet”) (provided that, such calculation shall Amount"). If the parties cannot take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding agree on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); Amount within such ninety (ii) the Contributing Parties’ calculation of the Net Working Capital based on 90)-day period, the Final Working Capital Worksheet (the “Final Net Working Capital”); (iii) Amount shall be determined by a schedule (the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth the Contributing Parties’ calculation nationally recognized firm of the Pre-Closing Capital Expenditures Amount (the “Final Pre-Closing Capital Expenditures Amount”) independent public accountants mutually agreed upon by Sellers and (iv) the Contributing Parties’ calculation of the Final Consideration Adjustment Amount. In connection with the Contributing Parties’ preparation Purchaser, and delivery of the Final Working Capital Worksheet, Amount determined by such accountants shall be final and conclusive for all purposes hereunder. The costs of such accountants shall be split evenly between Sellers and Purchaser. The Final Purchase Price shall be calculated by readjusting the Base Purchase Price using the Final Net Working Capital, the Final Pre-Closing Capital Expenditures Worksheet and the calculation Amount in lieu 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 Estimated Working Capital Amount. If the Partnership does not send such an acceptance, and unless Base Purchase Price paid at 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 Closing was in reasonable detail any specific items in the Contributing Parties’ calculation excess of the Final Consideration Adjustment Amount disputed by the Partnership Purchase Price, Sellers shall promptly (each, a “Disputed Item”but in any event within five (5) and a written statement setting forth the Partnership’s calculation of each such Disputed Item on or prior to the thirtieth (30th) day business days after the Partnership’s receipt of the Final Working Capital Worksheet, Amount has been agreed upon or determined by the Final Net accountants) direct the Escrow Agent to pay to Purchaser from the Working Capital Subaccounts, an amount reflecting the difference between the Base Purchase Price and the Final Pre-Closing Capital Expenditures Worksheet (Purchase Price. All 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 payments shall be limited to correcting mathematical errors and determining whether made pro rata (calculated based on Percentage Share). For the items and amounts in dispute were determined in compliance with this Section 2.4 and the Accounting Firm is not to make avoidance of doubt, 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 payment obligations 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 KKR II pursuant to this Section 2.4: (i1.02(c)(ii) if shall be satisfied only out of the Final Consideration Adjustment Amount as finally determined Working Capital Subaccount of the KKR II Holdback Amount, any payment obligations of 1996 Fund pursuant to this Section 2.4 is a positive amount, the Partnership 1.02(c)(ii) shall promptly deliver to the Contributing Parties, by wire transfer of immediately available funds to the account designated by the Contributing Parties, an amount equal to the Final Consideration Adjustment Amount; (ii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value be satisfied only out of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4.Working Capital

Purchase Price Adjustment. (a) Within The Parties agree that, at Closing, the sum of the total consolidated current assets of the Company minus the sum the total consolidated current liabilities of the Company (the “Working Capital”) shall be equal to or greater than the average month-end working capital of the Company for months ended June 30, 2021 to June 30, 2022 (the “Target Working Capital”). The determination of Working Capital shall be calculated using the same methodologies, principles and procedures as set forth on Schedule 1.4(a), which shall be prepared and attached hereto no later than ten (10) days prior the Due Diligence Expiration Date. The Buyer and the Shareholder shall mutually agree upon the final Target Working Capital amount at least ten (10) days prior to the “Due Diligence Expiration Date” (as hereinafter defined), and the same shall be a condition of Closing. (b) On or before ninety (90) days after the Closing Date, the Contributing Parties Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Partnership: (i) deliver a worksheet showing the components of Net Working Capital as of 11:59 p.m. local time on the day immediately preceding the Closing Date (the “Final Working Capital Worksheet”) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (ii) the Contributing Parties’ calculation of the Net Working Capital based on at the Final Working Capital Worksheet (Closing together with all work papers and other information reasonably required by the “Final Net Working Capital”); (iii) a schedule (the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth 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 shallShareholder to evaluate such calculations, and shall cause provide the Contributed Entities to, (x) permit the Contributing Parties and their Representatives to have Shareholder with reasonable access to Buyer’s financial personnel who were responsible for the books, records and other documents (including internal work papers, schedules, financial statements and memoranda) preparation of the Contributed Entitiessame in order for the Shareholder to discuss and evaluate such calculations, (y) cooperate with the Contributing Parties and their Representatives in seeking to obtain work papers from the Partnership and information. The Buyer and the Contributed Entities pertaining to Shareholder shall mutually agree upon 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 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 conclusiveamount. (c) If the Partnership and Parties fail to mutually agree upon 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 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 final Working Capital amount within thirty (30) days after the date on which the Accounting Firm receives the calculations delivery of the Final Consideration Adjustment Amount calculation of the Working Capital that existed as of the Closing, the Parties shall submit the issues remaining in dispute to their respective accountants to resolve. In the event that the accountants cannot resolve, each accountant will submit a list of five (5) independent accountants to resolve this matter. The first names that match on the lists shall be appointed to resolve the issues remaining in dispute (the “Independent Accountants”) for resolution of the dispute, which Independent Accountants shall have not represented or been engaged by either of the Parties prior to the submission of the dispute, and the Parties hereby agree that neither shall be permitted to engage such Independent Accountants for a period of five (5) years after the date of the submission of the dispute. If issues are submitted to the Independent Accountants for resolution, (i) the Independent Accountants shall use the same methodologies, principles and procedures as set forth on Schedule 1.4(a); (ii) each Party shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (iii) the determination by the Partnership Independent Accountants, as set forth in a notice to be delivered by the Independent Accountants to the Shareholder and Buyer within thirty (30) days after the Contributing Parties. The determination submission to the Independent Accountants of the Accounting Firm issues remaining in dispute, shall be final, binding and conclusive on the Parties; and binding upon (iv) the Parties and shall not be subject to appeal or further review absent manifest error. The costs fees and expenses of the Accounting Firm Independent Accountants will be shared equally paid by Shareholder, on the one hand, and Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Shareholder or Buyer, respectively, bears to the aggregate amount actually contested by the Parties. The Parties agree that the procedures set forth in this Section 2.4 shall be the sole Shareholder and exclusive method for resolving disputes regarding the determination of the Final Consideration Adjustment AmountBuyer. (d) Within five In the event that the Working Capital, at Closing, is greater than the Target Working Capital (5) Business Days after the Final Consideration Adjustment Amount is finally determined pursuant to this Section 2.4: (i) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a positive amountsuch excess, the Partnership “Excess Working Capital Amount”), the Purchase Price shall promptly deliver to the Contributing Parties, increase by wire transfer of immediately available funds to the account designated by the Contributing Parties, an amount equal to one hundred percent (100%) of such Excess Working Capital Amount. In the Final Consideration Adjustment event that the Working Capital, at Closing, is less than the Target Working Capital (such shortfall, the “Shortfall Working Capital Amount; (ii) if ”), the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative number, then the Contributing Parties Purchase Price shall promptly deliver to the Partnership Parties, decrease by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to one hundred percent (100%) of such Shortfall Working Capital Amount. The payment to be made by either the lesser Buyer or the Shareholder to the other Party is the “Purchase Price Adjustment”. In order to secure the payment to the Buyer in the event of absolute value a Shortfall Working Capital Amount, the Shareholder hereby agrees that an amount shall be held-back in escrow at Closing (the “Shortfall Working Capital Account Holdback”), which amount shall be mutually agreed upon ten (10) days prior to the Due Diligence Expiration Date. The closing agent shall act as escrow agent in connection with the Shortfall Working Capital Account Holdback. (e) In the event that there is an Excess Working Capital Amount, the Buyer shall pay to the Shareholder such Excess Working Capital Amount within ten (10) days following final determination and the Shortfall Working Capital Account Holdback shall be released from escrow to the Shareholder. In the event that there is a Shortfall Working Capital Amount, all or a portion of the Final Consideration Adjustment Amount or Shortfall Working Capital Account Holdback shall be released from escrow to Buyer within ten (10) days following final determination and any excess shall be released from escrow to the Cash ConsiderationShareholder. If In the absolute value of event the Final Consideration Adjustment Amount Shortfall Working Capital Account Holdback is greater than insufficient to fully compensate the Cash ConsiderationBuyer for the Shortfall Working Capital Amount, then the Partnership Agreement Amendment will address Shareholder shall pay to the satisfaction of Buyer any additional amounts to cover such difference; anddeficiency. (iiif) if the Final Consideration Adjustment Amount as finally determined pursuant to The provisions of this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties 1.4 shall have any further obligation under this Section 2.4survive Closing.

Purchase Price Adjustment. (a) Within ninety (90) days after the Closing Date, the Contributing Parties The Company shall in good faith prepare and deliver, or cause to be prepared and delivered, to Purchaser not later than three (3) Business Days prior to the Partnership: Closing Date, a written statement (the “Estimated Closing Statement”) setting forth (i) a worksheet showing an estimated unaudited consolidated balance sheet of the components of Net Working Capital Acquired Companies as of 11:59 p.m. local time on the day immediately preceding the Closing Date Effective Time (the “Final Working Capital WorksheetEstimated Closing Balance Sheet”) (provided that), such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (ii) its good faith estimate of (A) the Contributing Parties’ calculation of the Net Closing Working Capital based on the Final Working Capital Worksheet (the “Final Estimated Closing Net Working Capital”); , (iiiB) a schedule the Closing Date Cash (“Estimated Closing Cash”), (C) the Closing Date Indebtedness (the “Final Pre-Estimated Closing Capital Expenditures Worksheet”) setting forth the Contributing Parties’ calculation of the Pre-Closing Capital Expenditures Amount (the “Final Pre-Closing Capital Expenditures AmountIndebtedness”) and (ivD) the Contributing Parties’ Transaction Expenses (listed by payee) (the “Estimated Closing Transaction Expenses”), and (iii) the Company’s calculation of the Final Consideration Estimated Adjustment Amount, together with any information that Purchaser has reasonably requested to verify the amounts reflected in the Estimated Closing Statement. In connection The Estimated Closing Balance Sheet shall be prepared using the same accounting practices, policies and methodologies used in the preparation of the audited balance sheet of the Combined Companies for the fiscal year ended December 31, 2014, in a manner and on a basis consistent with the Contributing Parties’ preparation and delivery sample balance sheet set forth in Section 2.7(a) of the Final Working Capital WorksheetCompany Disclosure Schedule (which, solely for purposes of illustration, assumes the Closing occurred on December 31, 2014), except that such Estimated Closing Balance Sheet shall exclude all deferred income Taxes (other than with respect to DBFC), the Final Net Retained Assets and Retained Liabilities and Closing Working Capital, the Final Pre-Closing Capital Expenditures Worksheet and the calculation of the Final Consideration Adjustment AmountDate Cash, the Partnership shallClosing Date Indebtedness, and Transaction Expenses shall cause be determined in accordance with the Contributed Entities to, (x) permit the Contributing Parties definitions contained in this Agreement. The Sellers shall provide Purchaser and their Representatives to have its representatives reasonable and prompt access to the books, records and other documents (including internal work papers, schedules, financial statements and memoranda) papers used in the preparation of the Contributed EntitiesEstimated Closing Statement upon Purchaser’s request. Purchaser shall have the right to review the Estimated Closing Statement and object to any elements thereof, (y) cooperate with the Contributing Parties and their Representatives in seeking to obtain work papers from the Partnership and the Contributed Entities pertaining Company, on the one hand, and Purchaser, on the other hand, shall cooperate in good faith to resolve any such objections prior to the calculation of Closing and update the Final Consideration Adjustment Amount and provide Estimated Closing Balance Sheet accordingly; provided that, to the Contributing Parties with copies thereof (as reasonably requested extent such objections are not resolved prior to Closing, the Estimated Closing Balance Sheet delivered by the Contributing PartiesCompany in accordance with this Section 2.7(a) and (z) provide shall control but shall be subject to adjustment after the Contributing Parties and their Representatives reasonable access Closing pursuant to the Partnership’s Representatives as reasonably requested by the Contributing Partiesthis Section 2.7. (b) The Partnership on behalf of itself On or before the date that is sixty (60) calendar days following the Closing Date, Purchaser or its designee shall prepare, or cause to be prepared, and deliver to the other Partnership Parties and acting through the Conflicts Committee may provide Sellers a written notice accepting statement (the Final Consideration Adjustment Amount at any time after receipt “Purchaser Closing Statement”) setting forth (i) an unaudited consolidated balance sheet of the Acquired Companies as of the Effective Time (the “Purchaser Closing Balance Sheet”), (ii) Purchaser’s calculation of (A) the Closing Working Capital (“Purchaser Closing Net Working Capital”), (B) the Closing Date Cash (“Purchaser Closing Cash”), (C) the Closing Date Indebtedness (the “Purchaser Closing Indebtedness”), and (D) the Transaction Expenses (the “Purchaser Closing Transaction Expenses”), and (iii) Purchaser’s calculation of the Final Consideration Adjustment Amount, together with any information that the Sellers have reasonably requested to verify the amounts reflected in the Purchaser Closing Statement. If The Purchaser Closing Balance Sheet shall be prepared in accordance with GAAP, using the Partnership does not send same accounting practices, policies and methodologies used in the preparation of the audited balance sheet of the Combined Companies for the fiscal year ended December 31, 2014 (except that such an acceptancePurchaser Closing Balance Sheet shall exclude all deferred income Taxes (other than with respect to DBFC), the Retained Assets and Retained Liabilities), on a basis and in a manner consistent with the preparation of the Estimated Closing Statement. (c) From the delivery of the Purchaser Closing Statement until the determination of Final Closing Net Working Capital, Final Closing Cash, Final Closing Indebtedness, and unless Final Closing Transaction Expenses in accordance with this Section 2.7(c), Purchaser will provide, and cause the Partnership on behalf Acquired Companies to provide, the Sellers with reasonable access (during normal business hours and upon reasonable prior notice) to (i) the books, records, facilities and employees of itself the Acquired Companies, and (ii) the other Partnership Parties and acting through financial information, as of the Conflicts Committee delivers Closing Date, of the Acquired Companies, in each case, to the Contributing Parties written notice extent reasonably necessary for the Sellers to evaluate the Purchaser Closing Statement. The Sellers may dispute the calculation of Purchaser Closing Net Working Capital, Purchaser Closing Cash, Purchaser Closing Indebtedness, or Purchaser Closing Transaction Expenses by notifying Purchaser of such disagreement in writing, setting forth in reasonable detail any specific the items in or amounts on the Contributing Parties’ calculation of the Final Consideration Adjustment Amount Purchaser Closing Statement that are disputed by the Partnership Sellers (each, a “Disputed Item”) and a written statement setting forth the Partnership’s calculation Notice 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 PeriodObjection”), 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 after Sellers’ receipt of the Purchaser Closing Statement. To the extent not set forth in the Notice of Objection, the Sellers shall be deemed to have agreed with Purchaser’s calculation of all other items and amounts contained in the Purchaser Closing Statement. In the event that the Sellers do not provide a Notice of Objection within such notice thirty (30) day period, the “Resolution Period”)Sellers shall be deemed to have accepted the Purchaser Closing Statement delivered by Purchaser, 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 Purchaser’s calculation of Purchaser Closing Net Working Capital, Purchaser Closing Cash, Purchaser Closing Indebtedness, and Purchaser Closing Transaction Expenses set forth therein, which shall then be final, binding and conclusive. (c) If conclusive for all purposes hereunder. In the Partnership event any Notice of Objection is timely provided, Purchaser and the Contributing Parties do not Sellers shall use their commercially reasonable efforts for a period of thirty (30) calendar days (or such longer period as they may agree in writing) to resolve all Disputed in good faith any disagreements set forth in the Notice of Objection. Items or amounts set forth in the Notice of Objection that are resolved in writing by Purchaser and the Sellers within such thirty (30) day period will be final, conclusive and binding on the Parties. If Purchaser and the Sellers are unable to resolve such items or amounts in dispute (the “Unresolved Items”) by the end of such period, then, at any time thereafter, either the Resolution PeriodSellers or Purchaser may, then the Partnership, on behalf of itself and by written notice to the other Partnership Parties and acting through Party, require that the Conflicts Committee, and Independent Accountants resolve 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 Unresolved Items. The scope For the avoidance of doubt, the Disputed Independent Accountants shall only resolve the Unresolved Items to be and not any disagreements that have been 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 Parties. Purchaser and the Accounting Firm Sellers shall instruct the Independent Accountants to determine as promptly as practicable, and in any event within thirty (30) days of the date on which such dispute is referred to the Independent Accountants, based solely on the provisions of this Agreement and the written presentations by the Sellers and Purchaser, and not on an independent review, whether and to make any other determination. In what extent (if any) the calculations of Closing Working Capital, Closing Date Cash, Closing Date Indebtedness, or Transaction Expenses require adjustment; provided, however, that in resolving any Disputed Unresolved Item, the Accounting Firm Independent Accountants (A) may not assign a value to any item greater than the greatest value for such item claimed by either Party Purchaser or the Sellers or less than the smallest value for such item claimed by either PartyPurchaser or the Sellers and (B) may not take oral testimony from the Parties or any other Person. The Partnership fees and expenses of the Contributing Parties Independent Accountants shall use their respective commercially reasonable efforts to cause be allocated between the Accounting Firm to resolve such dispute within thirty (30) days after Purchaser, on one hand, and Sellers on the date on other hand, based upon the percentage which the Accounting Firm receives the calculations portion of the Final Consideration Adjustment Amount submitted contested amount not awarded to each Party bears to the amount actually contested by the Partnership and Parties in the Contributing Partiesaggregate, as determined by the Independent Accountants. The determination of the Accounting Firm Independent Accountants shall be set forth in a written statement delivered to the Sellers and Purchaser and shall be final, conclusive and binding on the Parties. At any time Purchaser and the Sellers may agree to settle any objections raised in the Notice of Objection, including any items or amounts submitted to the Independent Accountants, which agreement shall be in writing and final, conclusive and binding upon all of the Parties and shall not be with respect to the subject to appeal or further review absent manifest errormatter of any such objection so resolved. The costs date on which Closing Working Capital, Closing Date Cash, Closing Date Indebtedness, and expenses of the Accounting Firm will be shared equally by the Parties. The Parties agree that the procedures set forth Transaction Expenses is finally determined in accordance with this Section 2.4 2.7(c) is hereinafter referred to as the “Determination Date.” The Closing Working Capital, Closing Date Cash, Closing Date Indebtedness, and Transaction Expenses, each as finally determined in accordance with this Section 2.7(c), shall be referred to as the sole “Final Closing Net Working Capital,” “Final Closing Cash,” “Final Closing Indebtedness,” and exclusive method for resolving disputes regarding the determination of the “Final Consideration Adjustment AmountClosing Transaction Expenses,” respectively. (d) Within If the Final Adjustment Amount is greater than the Estimated Adjustment Amount, then within five (5) Business Days after the Determination Date, Purchaser shall pay an amount in cash equal to the Final Consideration Adjustment Amount is finally determined pursuant to this Section 2.4: (i) if minus the Final Consideration Estimated Adjustment Amount as finally determined pursuant to this Section 2.4 is a positive amount, the Partnership shall promptly deliver to the Contributing PartiesSellers, pro rata in accordance with their respective Pro Rata Shares, by wire transfer of immediately available funds pursuant to the account designated instructions delivered by the Contributing Parties, an amount equal Sellers at least two (2) Business Days prior to such payment. (e) If the Final Consideration Adjustment Amount is less than the Estimated Adjustment Amount; (ii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative number, then within five (5) Business Days after the Contributing Parties Determination Date, (i) the Sellers shall promptly deliver pay or cause to be paid to Purchaser within five (5) Business Days after the Partnership Parties, Determination Date (by wire transfer of immediately available funds pursuant to the account designated instructions delivered by the Partnership Parties Purchaser at least two (2) Business Days prior to such payment) an amount equal to the lesser Estimated Adjustment Amount minus the Final Adjustment Amount (the “Deficit”) or (ii) if Purchaser elects to proceed against the Escrow Fund by written notice delivered to the Sellers within three (3) Business Days after the Determination Date, then Purchaser and the Sellers shall deliver joint written instructions to the Escrow Agent to release to Purchaser from the Escrow Fund an amount of absolute value cash equal to the Deficit. In the event Purchaser elects to proceed against the Escrow Fund pursuant to Section 2.7(e)(ii), if so requested by Purchaser by written notice to the Sellers, Sellers shall pay or cause to be paid into the Escrow Fund within five (5) Business Days after receipt of such written request an amount equal to the Deficit. (f) The Parties agree and acknowledge that any payment pursuant to Section 2.7(d) or Section 2.7(e) above will be treated by the Parties as an adjustment to the Purchase Price for all Tax purposes to the maximum extent permitted by applicable Law. (g) Other than the Reorganization (which shall be given full effect), in the preparation of the Final Consideration Adjustment Amount or Estimated Closing Statement and the Cash Consideration. If Purchaser Closing Statement, the absolute value Sellers and Purchaser, respectively, shall disregard any and all effects on the assets and liabilities of the Final Consideration Adjustment Amount is greater than Acquired Companies as a result of the Cash Considerationtransactions contemplated by this Agreement (including any financing arrangements entered into by Purchaser or any of its Affiliates in connection with the transactions contemplated by this Agreement) and any of the plans, then transactions or charges which Purchaser intends to initiate or make or cause to be initiated or made after the Partnership Agreement Amendment will address Closing with respect to the satisfaction Acquired Companies or their business or assets, or any facts or circumstances that are unique or particular to Purchaser or any of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4its assets or liabilities.

Purchase Price Adjustment. (ai) Within ninety At least five (905) days after Business Days prior to the Closing Date, the Contributing Parties Sellers’ Representative shall prepare and deliver, or cause to be prepared and delivered, deliver to the Partnership: Purchaser a statement (ithe “Preliminary Net Working Capital Certificate”) setting forth in reasonable detail the Sellers’ Representative’s estimate of Net Working Capital (the “Preliminary Net Working Capital”) as of the close of business on the Closing Date and the calculations supporting the Sellers’ Representative’s estimate. The Preliminary Net Working Capital shall be calculated on a worksheet showing basis consistent with GAAP and the principles set forth on Schedule 1.2(c)(i), and Net Working Capital shall include only the components of current assets (including cash and cash equivalents) and current liabilities of the Company as have been agreed to by the parties hereto reflected on Schedule 1.2(c)(i). (ii) Within sixty (60) days following the Closing Date, the Purchaser shall prepare and deliver to the Sellers’ Representative a statement (the “Closing Statement”) setting forth in reasonable detail its calculation of (1) Net Working Capital as of 11:59 p.m. local time the close of business on the day immediately preceding Closing Date, and calculated on a basis consistent with GAAP and the principles set forth on Schedule 1.2(c)(i), and Net Working Capital shall include only the components of current assets (including cash and cash equivalents) and current liabilities of the Company as have been agreed to by the parties hereto reflected on Schedule 1.2(c)(i), (2) actual Transaction Expenses as of the close of business on the Closing Date and (3) actual Funded Indebtedness as of the “Final Working Capital Worksheet”) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects close of business on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (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 forth 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 AmountDate. 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 within thirty (each, a “Disputed Item”30) and a written statement setting forth the Partnership’s calculation of each such Disputed Item on or prior to the thirtieth (30th) day days after the PartnershipSellers’ Representative’s receipt of the Final Working Capital Worksheet, the Final Net Working Capital and the Final Pre-Closing Capital Expenditures Worksheet Statement (such period, the “Objection Period”), the Partnership will Purchaser has not received an Objection Notice, then such Net Working Capital, Transaction Expenses and Funded Indebtedness set forth on the Closing Statement shall be deemed to have accepted the Final Net Working Capital, Final Transaction Expenses and agreed to Final Funded Indebtedness, respectively, and the Contributing PartiesPurchase Price shall be adjusted (if at all) in accordance with Section 1.2(c)(vii); however, if an Objection Notice has been delivered, then Section 1.2(c)(iii) and Section 1.2(c)(iv) hereof shall apply. (iii) If the Sellers’ Representative in good faith disagrees with any portion of the Purchaser’s calculation of the Final Consideration Adjustment Amount and such agreement will be finalNet Working Capital, binding and conclusive. Any items Transaction Expenses or Funded Indebtedness as set forth in the Contributing PartiesClosing Statement, then the Sellers’ calculation of the Final Consideration Adjustment Amount to which the Partnership has not given notice of objection Representative may, within the Objection Period will be deemed Period, deliver a written notice to have been agreed upon the Purchaser setting forth the Sellers’ Representative’s objections thereto (the “Objection Notice”). Any Objection Notice shall specify in detail any good faith and reasonable disagreement as to the amount of the Net Working Capital, Transaction Expenses and Funded Indebtedness and the Sellers’ Representative’s calculation of Net Working Capital, Transaction Expenses, and Funded Indebtedness. (iv) If an Objection Notice is timely received 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 Purchaser within the Objection Period, the Partnership on behalf of itself Purchaser and the other Partnership Parties Sellers’ Representative shall, during the thirty (30) days following the Purchaser’s receipt of such Objection Notice (the “Net Working Capital Settlement Deadline”), use their good faith, reasonable efforts to reach an agreement on the disputed items. If such an agreement is reached prior to the Net Working Capital Settlement Deadline, then the Net Working Capital, Transaction Expenses and acting through Funded Indebtedness as so agreed shall be the Conflicts Committee Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness and the Contributing Parties shallPurchase Price shall be adjusted, if at all, in accordance with the provisions of Section 1.2(c)(vii). If the Purchaser and the Sellers’ Representative are unable to reach such an agreement prior to the Net Working Capital Settlement Deadline, the Purchaser and the Sellers’ Representative shall jointly retain PricewaterhouseCoopers LLP located at 100 X. Xxxxxxxxxx Street, Suite 1300, Indianapolis, Indiana 46204, which is independent of the parties, and has not in the past three (3) years provided services to either of the parties (the “Accountant”) within thirty (30) days following such notice (the “Resolution Period”), attempt Net Working Capital Settlement Deadline to resolve any remaining disagreements. The Purchaser and the Disputed Items. Any resolution Sellers’ Representative shall execute, if requested by the Partnership Accountant, a reasonable engagement letter, including customary indemnification provisions in favor of the Accountant. The Purchaser and the Contributing Parties Sellers’ Representative shall direct the Accountant to render a determination in writing as promptly as practicable (and in any event within thirty (30) Business Days after its retention) and the Purchaser and the Sellers’ Representative shall cooperate with the Accountant during the Resolution Period as to any Disputed Items will be final, binding engagement and conclusive. (c) If make available the Partnership records 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 workpapers necessary for its calculation of the Final Consideration Adjustment Amount together with detailed supporting documentation as it deems appropriatereview. The Accounting Firm Accountant shall consider only those items and amounts set forth in the Partnership’s Objection Notice that the Purchaser and the Contributing PartiesSellers’ respective calculations of the Final Consideration Adjustment Amount that are identified as Disputed Items. The scope of the Disputed Items Representative have been unable 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 resolve, and the Accounting Firm is not to make any other determinationAccountant shall review only the records and workpapers submitted and base its determination solely on such submissions and the related computational materials. In resolving any Disputed Itemdisputed item, the Accounting Firm Accountant may not assign a value to any item greater than the greatest value for of such item claimed by either Party the Purchaser or the Sellers’ Representative or less than the smallest value for such item claimed by either Partythe Purchaser or the Sellers’ Representative. The Partnership Accountant’s determination shall be based on the definitions included herein and shall otherwise be made in accordance with this Agreement, including 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 principles set forth on which the Accounting Firm receives the calculations of the Final Consideration Adjustment Amount submitted by the Partnership and the Contributing PartiesSchedule 1.2(c)(i). The determination of the Accounting Firm Accountant shall be conclusive and binding upon the Parties parties hereto, and the Purchase Price shall not be subject to appeal or further review absent manifest erroradjusted, if at all, in accordance with the provisions of Section 1.2(c)(vii). The costs Purchaser and the Sellers’ Representative shall each bear fifty percent (50%) of the fees and expenses of the Accounting Firm Accountant. The Purchaser, the Sellers’ Representative and the Sellers shall each bear one hundred percent (100%) of their own related expenses other than expenses related to the Accountant. (v) The Net Working Capital, Transaction Expenses and Funded Indebtedness either as agreed to by the Sellers’ Representative and the Purchaser, or as deemed final pursuant to Section 1.2(c)(ii), or as adjusted pursuant to Section 1.2(c)(iv), shall be final and binding on the parties hereto and will be shared equally by referred to as the Parties. “Final Net Working Capital,” Final Transaction Expenses,” and “Final Funded Indebtedness,” respectively. (vi) The Parties agree that Purchaser and the procedures set forth Sellers’ Representative shall cooperate and assist in this Section 2.4 shall be the sole and exclusive method for resolving disputes regarding good faith in the determination of the Final Consideration Adjustment AmountNet Working Capital, Final Transaction Expenses and Final Funded Indebtedness and in the conduct of the reviews referred to in this Section 1.2, including making available, to the extent reasonably necessary, books, records, work papers and personnel at such reasonable times as the Purchaser or the Sellers’ Representative shall request and permitting (at the expense of the requesting party) the copying of records or extracts thereof reasonably requested. (dvii) Within The Purchase Price shall be adjusted as follows following the Closing: (1) If the Closing Cash Amount of the Purchase Price was adjusted by the Adjustment Amount at Closing and the Final Net Working Capital is less than the Preliminary Net Working Capital by an amount greater than Twenty Thousand and 00/100 Dollars ($20,000.00), then the Sellers will pay to the Purchaser the positive difference between the Preliminary Net Working Capital and the Final Net Working Capital in accordance with Section 1.2(c)(vii)(7) below. (2) If the Closing Cash Amount of the Purchase Price was adjusted by all of the Adjustment Amount at Closing except for the Additional Adjustment Amount and the Final Net Working Capital is less than the Preliminary Net Working Capital by an amount greater than Twenty Thousand and 00/100 Dollars ($20,000.00), then the Sellers will pay to the Purchaser the Additional Adjustment Amount plus the positive difference between the Preliminary Net Working Capital and the Final Net Working Capital, in accordance with Section 1.2(c)(vii)(7) below. (3) If the Cash Amount was not adjusted at Closing by the Adjustment Amount and the Final Net Working Capital is less than the Target Net Working Capital by an amount greater than Twenty Thousand and 00/100 Dollars ($20,000.00), then the Sellers will pay to the Purchaser the positive difference between the Target Net Working Capital and the Final Net Working Capital in accordance with Section 1.2(c)(vii)(7) below. (4) If the (A) Final Transaction Expenses plus Final Funded Indebtedness is greater than (B) the Payoff Amount plus Estimated Transaction Expenses, then the Sellers will pay to the Purchaser the positive difference between clause (A) and clause (B) in accordance with Section 1.2(c)(vii)(7) below. (5) If the (A) Final Transaction Expenses plus Final Funded Indebtedness is less than (B) the Payoff Amount plus Estimated Transaction Expenses, then the Purchaser shall promptly pay the Payment Agent (for the benefit of Sellers) the positive difference between clause (A) and clause (B) in accordance with Section 1.2(c)(vii)(6) below. (6) Payments required to be made pursuant to Section 1.2(c)(vii)(5), if any, shall be made by the Purchaser within five (5) Business Days after the Final Consideration Adjustment Amount is finally Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness are determined pursuant to this Section 2.4: (i) if the 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 account designated Payment Agent (for the benefit of the Sellers). (7) If payments are required to be made by the Contributing Parties, an amount equal Sellers to the Final Consideration Adjustment Amount;Purchaser pursuant to Section 1.2(c)(vii)(1),(2), (3) or (4), if any, the Purchaser shall set-off such payments against any Second Year Payment, Third Year Payment, Fourth Year Payment, System Sales Payment, or payment upon an ApiFix Divestiture not yet made provided that any such set-off shall be made proportionally from any cash and/or shares of KIDS Stock comprising the applicable payment. (iiviii) if To the Final Consideration Adjustment Amount as finally determined pursuant to this extent permitted by Law, any payments made under Section 2.4 is a negative number1.2(c), then the Contributing Parties shall promptly deliver be deemed adjustments to the Partnership PartiesPurchase Price for U.S. federal, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4state and local income Tax purposes.

Purchase Price Adjustment. (a) Within ninety (90) days after No later than three Business Days prior to the Closing Date, the Contributing Parties Company shall prepare and deliver, or cause deliver to be prepared and delivered, to the Partnership: Buyer (i) a worksheet showing an unaudited projected consolidated balance sheet of the components of Net Working Capital Company as of 11:59 p.m. local time the close of business on the day immediately preceding the Closing, prepared in accordance with the Closing Date Balance Sheet Principles and without including any Company Expenses or any other actual or anticipated adjustments or effects arising from the transactions contemplated hereby, (the “Final Working Capital WorksheetEstimated Closing Balance Sheet”) (provided that), such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects on the assets or liabilities of the Contributed Entities (other than the elimination of debt as a result of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result of the transactions contemplated by this Agreement); (ii) a schedule calculating the Contributing Parties’ calculation of the Estimated Net Working Capital based on the Final Working Capital Worksheet (the “Final Net Working Capital”); Debt, (iii) a schedule (calculating the “Final Pre-Closing Estimated Working Capital Expenditures Worksheet”) setting forth the Contributing Parties’ calculation of the Pre-Closing Capital Expenditures Amount (the “Final Pre-Closing Capital Expenditures Amount”) Adjustment and (iv) a schedule calculating the Contributing Parties’ calculation Estimated Company Expenses; provided that, the inventory reflected on the Estimated Closing Balance Sheet shall be based on the physical count of the Final Consideration Adjustment Amount. In connection with inventory conducted by the Contributing Parties’ preparation and delivery of Company following the Final Working Capital Worksheetyear end (the “Year-End Inventory Count”), 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 which shall cause the Contributed Entities to, (x) permit the Contributing Parties and their Representatives to have reasonable access be completed at least three Business Days prior to the books, records Closing Date and other documents (including internal work papers, schedules, financial statements and memoranda) of the Contributed Entities, (y) cooperate may be observed by Buyer in accordance 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 PartiesSection 5.2. (b) The Partnership Within 75 days following the Closing Date, Buyer shall prepare and deliver to the Sellers’ Representative (i) an unaudited consolidated balance sheet of the Company as of the close of business on behalf of itself the day immediately preceding the Closing, prepared in accordance with the Closing Balance Sheet Principles and without including any Company Expenses or any other actual or anticipated adjustments or effects arising from the other Partnership Parties and acting through transactions contemplated hereby (the Conflicts Committee may provide “Final Closing Balance Sheet”), (ii) a written notice accepting schedule calculating the Final Consideration Adjustment Amount at any time after receipt of the Final Consideration Adjustment Amount. If the Partnership does not send such an acceptanceNet Debt, 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, iii) 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 schedule calculating the Final Working Capital Worksheet, Adjustment and (iv) a schedule calculating the Final Net Working Capital and the Final Pre-Closing Capital Expenditures Worksheet Company Expenses (such period(i) through (iv) collectively, the “Objection PeriodFinal Closing Balance Sheet Documents”). Notwithstanding the foregoing, 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 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 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 account designated by the Contributing Parties, an amount equal to the Final Consideration Adjustment Amount; (ii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount Closing occurs on or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4.within two

Purchase Price Adjustment. (a) Within ninety (90) No later than 45 days after the Closing Date, Seller shall deliver to Buyer a balance sheet of the Contributing Parties shall prepare and deliver, or cause to be prepared and delivered, to the Partnership: (i) a worksheet showing the components of Net Working Capital as of 11:59 p.m. local time on the day immediately preceding Acquired Business at the Closing Date (the “Final Working Capital Worksheet”"Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles on a basis consistent with the Acquired Business Financial Statements (as defined below), except that the Closing Balance Sheet will not include (i) (provided that, such calculation shall not take into account any deferred Tax assets or deferred Tax liabilities or any effects reserves in respect of Continuing Claims (as defined below), (ii) will reflect all film contracts as long term assets and all film contract payables as long term liabilities and (iii) will not reflect as current liabilities the severance obligations for Employees referenced in Section 6.6(a) below. To the extent that the net working capital (current assets less current liabilities) of the Acquired Business as shown on the assets Closing Balance Sheet is more or liabilities less than the amount estimated by the chief financial officer of Seller as the net working capital as of the Contributed Entities (other than Closing Date pursuant to Section 7.2(c), Buyer shall pay to Seller, or Seller shall pay to Buyer, the elimination amount of debt as a result such excess or shortfall, respectively, by wire transfer of Section 5.4 so that such debt shall not be treated as outstanding on the Final Working Capital Worksheet) as a result immediately available funds within five days of the transactions contemplated earlier to occur of (i) acceptance by this Agreement); Buyer or (ii) the Contributing Parties’ calculation Neutral Auditors' determination. (b) After receipt of the Net Working Capital based on Closing Balance Sheet, Buyer shall have 20 days to review the Final Working Capital Worksheet (the “Final Net Working Capital”); (iii) a schedule (the “Final Pre-Closing Capital Expenditures Worksheet”) setting forth 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 Balance Sheet, together with the Contributing Parties’ workpapers used in the preparation thereof. Representatives of Buyer 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 Seller shall cause the Contributed Entities to, (x) permit the Contributing Parties and their Representatives to have reasonable be given access to the all work papers, books, records and other documents (including internal work papers, schedules, financial statements and memoranda) information related to the preparation of the Contributed Entities, (y) cooperate Closing Balance Sheet to the extent required to complete their review of the Closing Balance Sheet. Buyer may dispute items reflected on the Closing Date Balance Sheet only on the basis that such amounts were not arrived at in accordance with the Contributing Parties and their Representatives consistent application of accounting principles used in seeking to obtain work papers from the Partnership and the Contributed Entities pertaining to the calculation preparation 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 Acquired Business Financial Statements. Unless Buyer delivers 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 Seller on or prior to the thirtieth (30th) 20th day after the Partnership’s Buyer's receipt of the Final Working Capital Worksheet, the Final Net Working Capital Closing Balance Sheet specifying in reasonable detail all disputed items and the Final Pre-Closing Capital Expenditures Worksheet (such periodbasis therefor, the “Objection Period”), the Partnership will Buyer shall 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 PartiesClosing Balance Sheet. If the Partnership Buyer so notifies the Contributing Parties Seller of its objections objection to the Contributing Parties’ calculation of the Final Consideration Adjustment Amount within the Objection PeriodClosing Balance Sheet, the Partnership on behalf of itself Buyer and the other Partnership Parties and acting through the Conflicts Committee and the Contributing Parties Seller shall, within thirty (30) 30 days following such notice (the “"Resolution Period”"), attempt to resolve the Disputed Items. Any their differences and any resolution by the Partnership and the Contributing Parties during the Resolution Period them as to any Disputed Items will disputed amounts shall be final, binding and conclusive. (c) If at the Partnership and the Contributing Parties do not resolve all Disputed Items by the end conclusion of the Resolution PeriodPeriod there remain amounts in dispute pursuant to paragraph (b) of this Section 1.3, then the Partnership, on behalf of itself and the other Partnership Parties and acting through the Conflicts Committee, and the Contributing Parties all amounts remaining in dispute shall submit all unresolved Disputed Items be submitted to the a firm of KPMG LLC, nationally recognized independent public accountants who shall not have had a material relationship with Buyer or such other public accounting firm to which Seller within the parties hereto may agree past two years (the “Accounting Firm”"Neutral Auditors") as soon as practicable following and who shall be selected by mutual agreement of Buyer and Seller within 10 days after the expiration of the Resolution Period. In such eventEach party agrees to execute, each of if requested by the PartnershipNeutral Auditors, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditors shall be borne equally by Buyer and Seller. The Neutral Auditors shall act as an arbitrator to determine, based solely on behalf of itself presentations by Buyer and the other Partnership Parties and acting through the Conflicts CommitteeSeller, 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 appropriatenot by independent review or audit, only those issues still in dispute. 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 Neutral Auditors' determination 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 the Accounting Firm is not to make any other determination. In resolving any Disputed Itemmade within 30 days of their selection, 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 a written statement delivered to Buyer and Seller and shall be the sole final, binding and exclusive method for resolving disputes regarding the determination of the Final Consideration Adjustment Amountconclusive. (d) Within five (5) Business Days after the Final Consideration Adjustment Amount is finally determined pursuant to this Section 2.4: (i) if the 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 account designated by the Contributing Parties, an amount equal to the Final Consideration Adjustment Amount; (ii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is a negative number, then the Contributing Parties shall promptly deliver to the Partnership Parties, by wire transfer of immediately available funds to the account designated by the Partnership Parties an amount equal to the lesser of absolute value of the Final Consideration Adjustment Amount or the Cash Consideration. If the absolute value of the Final Consideration Adjustment Amount is greater than the Cash Consideration, then the Partnership Agreement Amendment will address the satisfaction of such difference; and (iii) if the Final Consideration Adjustment Amount as finally determined pursuant to this Section 2.4 is equal to zero, neither the Partnership nor the Contributing Parties shall have any further obligation under this Section 2.4.