Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. (b) Within 60 days after the Closing Date, Buyer shall prepare and deliver the Closing Statement to Seller 1. The Closing Statement shall be prepared on a basis consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before Within 90 calendar days after the ClosingInitial Closing Date, Seller 1 the Company will in good faith prepare and deliver to the Buyer a statement calculating certificate setting forth the Estimated Net Working Capital. The Estimated Net Company’s itemized good faith calculation of (i) Closing Working Capital (prepared in accordance with the Accounting Principles), (ii) Cash, (iii) Closing Indebtedness, and (iv) the amount of the adjustment(s), if any, calculated in accordance with this Section 3.3 (the “Closing Certificate”). Any currency conversions made in preparation of the foregoing will be used to calculate made at the Estimated Purchase PriceMonthly Average Exchange Rate as of the Initial Closing Date. (b) Within 60 The Buyer shall have 90 calendar days after from the date on which the Closing DateCertificate is delivered to it to review such documents, Buyer shall prepare books and deliver the Closing Statement to Seller 1. The Closing Statement shall be prepared on a basis consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers records used by Buyer to prepare the Closing StatementCertificate as may be reasonably requested by the Buyer. If the Buyer in good faith disagrees in any respect with any item or amount shown or reflected in the Closing Certificate it may, within such 90-day period, deliver to the Company a notice setting forth, in reasonable detail, each disputed item or amount and the basis for the Buyer’s disagreement therewith, together with, if applicable, supporting calculations (the “Dispute Notice”). If no Dispute Notice is received by the Company on or prior to the end of such 90 calendar day period, or if the Buyer notifies the Company in writing that it accepts such Closing Certificate as prepared by the Company, such Closing Certificate shall become final and binding and shall be the “Final Closing Certificate”. (c) Seller 1 shall deliver to Buyer, within 45 Within 30 calendar days after Buyerthe Company’s delivery receipt of the (d) If Seller 1 objects to a timely Dispute Notice, unless the Closing Statement and any such objections are not matters in the Dispute Notice have otherwise been resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer mutual agreement of Seller 1’s objection statement pursuant to Section 1.5(c), the Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that the Company, the Buyer and Seller 1 have resolved the Company shall jointly retain Xxxxx Xxxxxxxx (the “Accountant”) to resolve the issues set forth in the Dispute Notice. If Xxxxx Xxxxxxxx does not agree to be the Accountant, the Buyer and the resolution Company shall mutually agree upon and jointly retain another independent accounting firm of national reputation. In such objections case, if the Buyer and the Company cannot agree on the accounting firm to be retained, each shall submit the names of two firms (B) those objections provided that remain unresolved and (2) engage the Neutral Accountant to resolve no such unresolved objections, including entering into firm has a customary engagement letter with the Neutral Accountant in which the scope conflict of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentenceinterest). Each of the Buyer and Seller 1 the Company may strike the name of one of the two names submitted by the other and the Accountant shall provide to be selected by lot from the Neutral remaining firms. The Accountant shall conduct such review of the Closing Certificate, the Dispute Notice and any information of such Party that supporting documentation as the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of in its review and authority sole discretion deems necessary, but shall be limited to resolving the specific remaining disputes submitted to the Accountant, and the Accountant shall conduct such unresolved objections based solely on the provisions of this Agreement and on written submissions and hearings or hear such presentations by the parties as the Accountant in its sole discretion deems necessary. (d) The Accountant shall, as promptly as practicable and in no event later than 30 calendar days following its retention by the Buyer and Seller 1 (or their respective Representatives) provided the Company, deliver to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 Company a written report (the “Adjustment Report”), in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) which the Neutral Accountant shall issueresolve only the specific remaining disputes submitted to the Accountant and shall determine, within 60 days of its engagementon that basis, a ruling that sets forth (1) the resolution of each such unresolved objection appropriate Closing Working Capital, Cash, Closing Indebtedness and (2) the Closing Statement and the Adjusted Purchase Priceany adjustment that, in each case reflecting case, are the Neutral subject of a Dispute Notice; provided, however, that notwithstanding the foregoing if any such determination of any specific disputed item is more favorable to the Company than the related amount specified by the Company in the Closing Certificate, or more favorable to the Buyer than any related amount specified by the Buyer in the Dispute Notice, then such specific disputed item shall be deemed to be such related amount specified by the Company or the Buyer, as applicable, for all purposes of this Agreement. The Adjustment Report shall set forth, in reasonable detail, the Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes determination with respect to each of the disputed items or amounts specified in such Dispute Notice, and the revisions, if any, to be made to the Closing Statement Certificate, together with supporting calculations. The Closing Certificate, as so adjusted by the Accountant, shall be the sole Final Closing Certificate. The Adjustment Report shall be final and exclusive method for resolving any such disputesbinding on the parties, except absent arithmetical error, and shall be deemed a final arbitration award that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination is enforceable against each of the Closing Statement and the Adjusted Purchase Price parties hereto in a any court of competent jurisdiction jurisdiction. The cost of such review and report shall be borne by the party against whom the disagreement is resolved as determined by the Accountant; provided, however, that if the resolution favors both parties or does not favor either party, such costs shall be borne pro rata by the Company and the Buyer in accordance with Section 12.11. Buyer and Seller 1 shall share equally proportion to the fees and expenses of extent the Neutral Accountant for its services under this Section 1.5(d). disagreement is resolved against a particular party as determined by the Accountant. (e) If The “Adjustment Amount,” which may be positive or negative, shall mean (i) the Adjusted Purchase Price is less than Final Closing Working Capital minus the Estimated Purchase PriceWorking Capital, plus (ii) the Estimated Indebtedness minus the Final Closing Indebtedness, plus (iii) the Final Cash minus the Estimated Cash. (f) If (i) the Adjustment Amount is a positive number, then Seller 1 the Buyer shall pay to Buyer, the Adjustment Amount within five Business Days of the Determination Date by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal funds to the difference of account designated in writing by the Company; and (Aii) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price Adjustment Amount is greater than the Estimated Purchase Pricea negative number, then Buyer the Company shall pay to Seller 1, the Buyer the absolute value of the Adjustment Amount within five Business Days of the Determination Date by wire transfer of immediately available funds, within three Business Days after funds to the date on which account designated in writing by the Final Closing Statement is finally determined Buyer. Any such payment shall be allocated among and made by and to the applicable Persons that transferred and received the applicable Transferred Assets or portions thereof (the applicable Seller and the Buyer or any applicable permitted assignee of the Buyer). The amount of any payment to be made pursuant to this Section 1.53.3 shall bear interest from and including the Initial Closing Date to, an amount but excluding the date of payment, at a rate per annum equal to the difference Applicable Rate. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days for which such interest is due. (Ag) All matters that are the Adjusted Purchase Price minus subject of a Dispute Notice shall be conclusively settled between the parties for all purposes of this Agreement (Bincluding Section 11.1) the Estimated Purchase Price. Payment in accordance with pursuant to this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital3.3, and Article VI shall not apply no claim may thereafter be brought under any other provision of this Agreement (including Section 11.1) with respect to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capitalmatters.

Purchase Price Adjustment. The Estimated Purchase Price (a) No later than five (5) Business Days prior to the anticipated Closing Date, Parent shall prepare and the Adjusted Purchase Price shall be determined as followsdeliver to Purchaser: (ai) At least a written estimate, using the financial information then reasonably available to the accounting officers of Parent, of the Net Asset Value (as defined below) as at the Closing Date (the "Estimated Closing Net Asset Value"), prepared in good faith and, to the extent reasonably practicable, on a basis consistent with the preparation of the October 1, 2005 Statement of Net Assets (except that the Estimated Closing Net Asset Value shall not include any litigation or environmental liabilities or reserves); provided, however, that the Estimated Closing Net Asset Value may be prepared as of the last day of the last fiscal month prior to the date the Estimated Closing Net Asset Value is delivered to Purchaser; and (ii) a written estimate, using the financial information then reasonably available to the accounting officers of Parent, of the Net Debt of the FS Subsidiaries as at the Closing Date (the "Estimated Closing Net Debt"), prepared in good faith and, to the extent reasonably practicable, on a basis consistent with the October 1, 2005 Statement of Indebtedness (as defined below) (except that Estimated Closing Net Debt shall include Cash to the extent set forth in the definition of the term "Net Debt"); provided, however, that the estimates of Indebtedness and Cash included in the Estimated Closing Net Debt may be based on information available as of the end of the day that is the fifth (5th) Business Day before the Closing Date. Promptly after its receipt of such written estimates, Purchaser shall review such written estimates, and if Purchaser disagrees with any amount in any such written estimate, Purchaser shall provide written notice of such disagreement to Parent within two (2) days of Purchaser's receipt of the written estimate. Parent and Purchaser shall attempt to resolve in good faith any disagreements concerning any such written estimate no later than two (2) Business Days prior to the anticipated Closing Date. If Parent and Purchaser are not able to resolve any dispute regarding the Estimated Closing Net Asset Value by two (2) Business Days before the ClosingClosing Date, Seller 1 will deliver to Buyer a statement calculating the Estimated Closing Net Working CapitalAsset Value shall equal six hundred ninety-four million dollars ($694,000,000) (the "Target Net Asset Value"). The If Parent and Purchaser are not able to resolve any dispute regarding the Estimated Closing Net Debt by two (2) Business Days before the Closing Date, the Estimated Closing Net Debt shall equal to the Estimated Closing Net Debt as set forth in Parent's written estimate. If the Target Net Asset Value is greater than the Estimated Closing Net Asset Value, the amount of such difference shall be the "Estimated Net Working Capital will be used to calculate Asset Reduction." For purposes of this Agreement, the "Revised Target Net Asset Value") shall mean the lower of the Target Net Asset Value and the Estimated Purchase PriceClosing Net Asset Value. (b) Within 60 As soon as practicable, but in any event not more than sixty (60) days after the Closing Date, Buyer unless otherwise extended by the mutual agreement of Parent and Purchaser, Parent shall prepare and deliver to Purchaser: (i) a statement of the net assets to be sold as at the Closing Statement Date (but without giving effect to Seller 1. The the Closing other than the Reorganization) (the "Closing Statement shall be of Net Assets") prepared on a basis consistent with the accounting principlespreparation of the October 1, practices2005 Statement of Net Assets (which statement was prepared in accordance with GAAP, policies and methods expressly set forth except as disclosed on Schedule 1.5 andSection 1.5(b)(i) of the Disclosure Schedule), except that the Closing Statement of Net Assets shall not include any litigation or environmental liabilities or reserves, together with an audit report of E&Y thereon to the extent not specifically detailed effect that the Closing Statement of Net Assets has been prepared in accordance with this Agreement; (ii) a statement of the Net Debt of the FS Subsidiaries as at the Closing Date (but without giving effect to the Closing other than the Reorganization) (the "Closing Statement of Net Debt") prepared on a basis consistent with the preparation of the Statement of Indebtedness as at October 1, 2005 (the "October 1, 2005 Statement of Indebtedness ") attached as Schedule 1.5H-3 hereto (which statement was prepared in accordance with GAAP, except as disclosed in Section 1.5(b)(ii) of the Disclosure Schedule), together with an audit report of E&Y thereon to the effect that the Closing Statement of Net Debt has been prepared in accordance with this Agreement; (iii) a statement of the combined Cash (other than Cash included as part of Net Debt) of the FS Subsidiaries as of the end of the fifth (5th) Business Day prior to Closing (the "Pre-Closing Statement of Cash"), which statement shall specify the Cash (other than Cash included as part of Net Debt) held by each FS Subsidiary as of the end of the fifth (5th) Business Day prior to Closing and shall be prepared in good faith in accordance with Schedule L; and (iv) a statement of the combined Cash (other than Cash included as part of Net Debt) of the FS Subsidiaries as of the Closing (but without giving effect to the Closing other than the Reorganization) (the "Closing Statement of Cash"), which statement shall specify the Cash (other than Cash included as part of Net Debt) held by each FS Subsidiary as of the Closing and shall be prepared in good faith in accordance with Schedule L, together with an audit report of E&Y thereon to the effect that the Closing Statement of Cash has been prepared in accordance with this Agreement. For purposes of Parent's preparation of the Closing Statement of Net Assets, the accounting principlesClosing Statement of Net Debt, practicesthe Pre-Closing Statement of Cash and the Closing Statement of Cash (collectively, policies the "Closing Statements"), within seven (7) days after the Closing Date, the Chief Financial Officer of the FS Business shall provide or cause to be provided to Parent a draft of each Closing Statement, along with a copy of all data and procedures required or permitted by GAAP and applied in preparing supporting documentation reasonably necessary for preparation of the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Closing Statements. At All costs and expenses incurred by Parent in connection with the request preparation, delivery and audit of Seller 1the Closing Statements shall be borne by Parent. Purchaser shall make available all reasonable books, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer records and personnel for Parent to prepare the Closing Statements. For clarity, E&Y's reports on the Closing Statements (and any materiality standard used therein) shall not be binding on Purchaser for purposes of Purchaser's disputing an item on a Closing Statement. (c) Seller 1 Subject to Section 1.5(e), Parent and Purchaser agree that, after the Closing, the Closing Purchase Price shall deliver to Buyer, within 45 days after Buyer’s delivery of thebe adjusted as set forth below: (di) If Seller 1 objects if the Net Asset Value as at the Closing Date calculated by reference to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c)Net Assets (the "Closing Net Asset Value") is less than the Revised Target Net Asset Value, Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentencePurchase Price shall be reduced by, and Seller 1 Parent shall deliver promptly pay to Purchaser, the Neutral Accountant difference between the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections Revised Target Net Asset Value and the Closing Statement Net Asset Value; (ii) if the Closing Net Asset Value is more than the Revised Target Net Asset Value, the Closing Purchase Price shall be increased by, and Purchaser shall pay to Parent, the difference between the Closing Net Asset Value and the Adjusted Purchase Price giving effect to Revised Target Net Asset Value; (iii) if the Neutral Accountant’s resolution shall be final, conclusive and binding upon Net Debt of the Parties and each Party agrees that it will not make any claim with regard to FS Subsidiaries as at the Neutral Accountant’s decision or ask for a review Closing Date calculated by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect reference to the Closing Statement of Net Debt (the "Closing Net Debt") is more than the amount of Estimated Closing Net Debt, the Closing Purchase Price shall be reduced by, and Parent shall pay to Purchaser, the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of difference between the Closing Statement Net Debt and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally Estimated Closing Net Debt; (iv) if the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price Closing Net Debt is less than the Estimated Closing Net Debt, the Closing Purchase PricePrice shall be increased by, then Seller 1 and Purchaser shall pay to BuyerParent, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) between the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital Debt and the Actual Closing Net Working CapitalDebt; and (v) Parent and Purchaser, and Article VI as applicable, shall not apply to any such dispute make the payments specified in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital.Schedule L.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will Purchaser shall cause Company to prepare and deliver to Buyer Sellers, as soon as practicable, and in any event within 30 days following the Closing Date: (i) an unaudited consolidated balance sheet of the Company as of the Calculation Time (the "Closing Balance Sheet") prepared in accordance with GAAP applied consistently with the past practices of the Company; (ii) a statement calculating setting forth the Estimated Net Working Capital. The Estimated Net calculation of the Working Capital of Company as of the Calculation Time determined by reference to the Closing Balance Sheet (the "Working Capital Statement"), which statement shall be calculated in accordance with GAAP and shall include the amount of the Company's Working Capital (the "Adjustment Amount") as of the Calculation Time, it being understood that a positive Working Capital amount will result in an equivalent positive Adjustment Amount and a negative Working Capital amount will result in an equivalent negative Adjustment Amount. No change in accounting principles and practices shall be made from those described above, including with respect to the nature or classification of accounts. No reserves or other accruals shall be increased or created. Purchaser shall provide, or cause to be provided to Sellers, copies of all working papers resulting from, or used to calculate in connection with, the Estimated preparation of the Purchase PricePrice Adjustment Documents. (b) Within 60 days On or prior to the 10th Business Day after Sellers' receipt of the Closing DatePurchase Price Adjustment Documents (such 10 Business Day period, Buyer the "Objection Period"), either Seller may give Purchaser a written notice (the "Objection Notice") stating in reasonable detail that Seller's objections to the Purchase Price Adjustment Documents. Any Objection Notice shall prepare specify in reasonable detail the dollar amount and deliver nature of any objection and the Closing Statement basis therefor. Except to the extent that either Seller 1. The Closing Statement shall be prepared on makes a basis consistent with the accounting principles, practices, policies and methods expressly specific objection to a specific determination set forth on Schedule 1.5 and, a Purchase Price Adjustment Document pursuant to the extent not specifically detailed on Schedule 1.5Objection Notice delivered to Purchaser within the Objection Period, the accounting principles, practices, policies Purchase Price Adjustment Documents will be conclusive and procedures required or permitted by GAAP and applied binding upon the parties hereto for purposes of determining the adjustment in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing StatementSection 3.6(d). (c) If either Seller 1 delivers a timely Objection Notice as described in Section 3.6(b), then Purchaser and Sellers will negotiate in good faith to resolve their disputes regarding the Purchase Price Adjustment Documents. If Purchaser and Sellers are unable to resolve all disputes regarding the Purchase Price Adjustment Documents on or prior to the 10th day after Purchaser's receipt of the Objection Notice, then Sellers and Purchaser will retain an independent accounting firm (selected either by mutual agreement or, in the absence of mutual agreement, by random choice after eliminating any such firm which is conflicted or otherwise unable to participate) (an "Independent Accounting Firm"), to resolve the dispute as soon as practicable, and in any event within 20 days of its appointment. Each of Sellers, on the one hand, and Purchaser, on the other hand, shall deliver provide to Buyerthe Independent Accounting Firm its view of the correct amount of the Adjustment Amount and the constituent items forming part of the Working Capital Statement. The Independent Accounting Firm shall act as an expert and not as an arbitrator to determine, within 45 days after Buyer’s delivery based solely on the written submissions of thethe parties and not by independent investigation, only the specific items under dispute by Sellers and Purchaser. The Independent Accounting Firm shall render a written report as to the resolution of the dispute and the resulting computation of the Adjustment Amount. The Adjustment Amount as determined by the Independent Accounting Firm will, absent manifest error, be conclusive and binding upon the parties hereto and will constitute the Adjustment Amount for all purposes of this Section 3.6. In resolving any disputed item, the Independent Accounting Firm: (x) shall be bound by the provisions of this Section 3.6(c); and (y) may not assign a value to any item greater than the greatest value for such item claimed by either Sellers or Purchaser or less than the smallest value for such item claimed by either Sellers or Purchaser. Where the Independent Accounting Firm determines that the Adjustment Amount should be increased by more than 15% from the amount contemplated in the Working Capital Statement delivered by Purchaser to Sellers, Purchaser shall pay all fees, costs and expenses of the Independent Accounting Firm in resolving the dispute, otherwise such fees, costs and expenses shall be the responsibility of Sellers. (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c)there is a negative Adjustment Amount, Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 Sellers shall pay such amount to Buyer, Purchaser by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price there is greater than the Estimated Purchase Pricea positive Adjustment Amount, then Buyer Purchaser shall pay such amount to Seller 1, Sellers by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined . Any payment made pursuant to this Section 1.53.6(d) shall be made within two (2) Business Days (i) if no Objection Notice is delivered, after the Objection Period has expired, or (ii) if an amount equal Objection Notice is delivered, after all disputes are finally resolved pursuant to the difference of Section 3.6(c). (Ae) the Adjusted Purchase Price minus (BAny payment made pursuant to Section 3.6(d) will be treated as an adjustment to the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties Price for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capitalall purposes, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capitalunless a contrary treatment is required by applicable Laws.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined subject to adjustment as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. (b) Within 60 days after Assets as of the Closing Date. No later than five (5) Business Days prior to the anticipated Closing Date, Buyer the Seller shall prepare and deliver to the Buyer a written estimate of the Net Assets as of the Closing Statement to Seller 1Date (the "Estimated Net Assets as of the Closing Date"), prepared in good faith, in accordance with GAAP and on a reasonable basis using the Seller's then available financial information as of such date. The Closing Statement shall be prepared on a basis consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any review such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved written estimate and the resolution of parties shall use commercially reasonable efforts to resolve in good faith any disagreements concerning such objections and (B) those objections that remain unresolved and estimate no later than two (2) engage Business Days prior to the Neutral Accountant anticipated Closing Date. If the parties are unable to resolve any such unresolved objectionsdisagreements, including entering into a customary engagement letter with Seller's written estimate shall be utilized for the Neutral Accountant in which the scope purposes of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures calculations set forth in this Section 1.5(d) for resolving disputes with respect to 2.4(a). To the Closing Statement shall be extent that the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination Estimated Net Assets as of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price Date is less than the Estimated Purchase PriceNet Asset Target Amount, then the amount of such difference shall be the "Net Asset Reduction." (b) The Initial Net Asset Statement; The Buyer's Review. No later than sixty (60) days following the Closing Date, the Seller 1 shall pay prepare and deliver to the Buyer an Initial Net Asset Statement of the Net Assets as of the Closing Date, together with a detailed analysis of the line items included therein (the "Initial Net Asset Statement"). The Buyer shall make available to the Seller all relevant books and records of the Company and its Subsidiaries in the Buyer, by wire transfer 's possession or control and all personnel with knowledge of immediately available funds, within three Business Days after information relevant to the date on which determination of the Final Net Assets as of the Closing Statement is finally determined pursuant Date to this Section 1.5, an amount facilitate the Seller's preparation of the Initial Net Asset Statement. The Buyer shall have a period equal to the difference longer of sixty (A60) days from the Estimated Purchase Price minus receipt of the Initial Net Asset Statement or one-hundred twenty (B120) days from the Adjusted Purchase Price. If Closing Date (the Adjusted Purchase Price is greater than " Net Asset Review Period") to review the Estimated Purchase PriceInitial Net Asset Statement, then Buyer during which period the Seller shall pay to Seller 1, by wire transfer of immediately make available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole Buyer all relevant books and exclusive remedy records of the Parties for disputes regarding Company and its Subsidiaries in the Estimated Net Working Capital Seller's possession or control and the Actual Net Working Capital, and Article VI shall not apply all personnel with knowledge of information relevant to any such dispute in respect of the determination of Estimated the Net Working Capital Assets as of the Closing Date. If as a result of such review, the Buyer disagrees with any items contained in the Initial Net Asset Statement, the Buyer shall deliver to the Seller a written notice of disagreement setting forth those items to which the Buyer takes exception and the Actual Buyer's proposed adjustment (the "Net Working CapitalAsset Proposed Adjustments") prior to the expiration of the Net Asset Review Period.

Purchase Price Adjustment. The Estimated Purchase Price (i) Within sixty (60) days of the Closing and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before of the Closing, Seller 1 will deliver to Buyer shall at its expense cause an audit for the purpose of preparing a statement calculating of Subject Assets acquired and Assumed Liabilities (the Estimated Net Working Capital"Closing Statement of Assets and Liabilities") in the form attached hereto as Exhibit 1.3. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. Within five (b5) Within 60 days after the Closing Datefollowing completion of such audit, Buyer Seller shall prepare and deliver the Closing Statement of Assets and Liabilities to Seller 1Buyer. The Closing Statement of Assets and Liabilities shall be accompanied by a check or wire transfer of an amount equal to the "Net Worth Difference" (as defined below), if any, together with interest as described in Section 1.3(a)(iv). It is understood by the parties hereto that any such payment may not represent payment in full of the final Purchase Price, which such final Purchase Price shall be determined as provided in this Section 1.3. Said Statement shall (x) be complete and correct in all material respects, (y) represent a fair statement of the Subject Assets and Assumed Liabilities in all material respects and (z) be prepared on the same basis, and in accordance with generally accepted accounting principles using the same methods and procedures applied on a basis consistent with the accounting principlesmethods and procedures used to prepare the Base Balance Sheet. In addition, practicesin preparing the Closing Statement of Assets and Liabilities, policies reserve levels, including reserves and methods expressly set forth allowances for accounts receivables, inventories, warranty claims, and other items, shall be determined on Schedule 1.5 anda basis consistent with that used to determine such reserves in the Base Balance Sheet, adjusted only for changes in circumstances, such as known bad debts, increases in dollar amount or quantities, or identified potential liabilities. Notwithstanding the foregoing, the parties hereto agree as follows: (i) the "Accrued warranty reserve" on the Closing Statement of Assets and Liabilities shall remain at $219,630 and not be reduced; (ii) the "Obsolescense reserve" on the Closing Statement of Assets and Liabilities shall be the sum of $591,992 from the Base Balance Sheet plus $439,000 that was recorded during the quarter ended June 30, 1997; (iii) the inventory accounts on the Closing Statement of Assets and Liabilities shall not be adjusted upward by $165,000 which Seller and Stockholder have indicated they believe is an amount by which such accounts in the aggregate were understated on the Base Balance Sheet on account of overhead; and (iv) the fixed asset depreciation accounts on the Closing Statement of Assets and Liabilities shall not be adjusted downward by $35,000 which amount Seller and Stockholder have indicated they believe is an amount by which such accounts in the aggregate were overstated on the Base Balance Sheet. Buyer's accountants will be provided reasonable and timely access to the extent not specifically detailed audit working papers of Seller's accountants documenting the procedures they performed in forming their opinion on Schedule 1.5the Closing Statement of Assets and Liabilities. (ii) If the amount of total Subject Assets less Assumed Liabilities ("Net Worth") as shown on the Closing Statement of Assets and Liabilities is less than $8,110,000 (such difference, the accounting principles"Net Worth Difference") then the Purchase Price shall be equal to the Estimated Purchase Price decreased by the Net Worth Difference. (iii) If Buyer disagrees with the Closing Statement of Assets and Liabilities, practicesBuyer shall, within forty-five (45) days after receipt thereof, furnish to Seller a written statement of such disagreement, together with an explanation of the reasons therefor. The parties hereto shall first use commercially reasonable efforts to resolve such disagreement among themselves. If the parties are unable to resolve the dispute within ten (10) business days after delivery of such notification, the dispute shall be submitted to accountants other than Ernst & Young LLP or Deloitte & Touche LLP jointly selected by Buyer and Seller (the "Accountants"). The Accountants shall be instructed to apply the same methods, policies and procedures required or permitted by GAAP and as were applied in preparing the 2013 Baseline Financial Statements underlying Base Balance Sheet. The determination of the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver Accountants as to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections any dispute shall be binding and (Bconclusive upon all parties hereto. All determinations pursuant to this Section 1.3(b)(iii) those objections that remain unresolved shall be in writing and (2) engage the Neutral Accountant shall be delivered to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this AgreementBuyer and Seller. Buyer shall deliver promptly Any adjustment to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered Estimated Purchase Price made pursuant to this Section 1.5(b1.3(b) may be entered in and the amount of such item proposed enforced by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objectionsany court having jurisdiction thereover. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under Accountants in connection with the resolution of disputes pursuant to this Section 1.5(d1.3(b)(iii) shall be borne equally by the Buyer and Seller. (iv) If, pursuant to Section 1.3(b)(ii). (e) If , the Adjusted Purchase Price is less than the Estimated Purchase Price, then the difference (less any adjustment amount previously paid pursuant to Section 1.3(a)(i)), together with interest thereon at the base lending rate as announced by BankBoston at its headquarters and in effect from time to time plus one percent (1%), calculated daily, from the Closing to the payment of such difference, shall be paid by Seller 1 shall pay to Buyer, . Any cash amount due to Buyer shall be paid or delivered within five (5) business days after the later of (i) delivery of the Closing Statement of Assets and Liabilities and (ii) the earlier of (A) the resolution of any dispute by Buyer and Seller following notification of their disagreement or (B) a determination by the Accountants pursuant to Section 1.3(b)(iii) above. Any such cash amount shall be paid by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant funds to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, account designated by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working CapitalBuyer.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined subject to adjustment after the Closing as followsset forth below: (a) At least two Business Days before The Parties agree that the Closingpurpose of the adjustment contemplated by this Section 3.2 is to (i) compensate Seller for payments of certain costs relating to the Assigned Patent Rights, and (ii) to provide Purchaser with an adjustment to reflect any revenue received by Seller 1 will deliver with respect to Buyer a statement calculating Assigned Assets, in each case, during the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate period between the Estimated Purchase Price.Effective Date and the Closing Date (collectively, the “Adjustment Amount”), in each case, as more fully described in Exhibit I. (b) Within As soon as practicable, but in no event later than 60 days days, after the Closing Date, Buyer Seller shall prepare and deliver to Purchaser a closing statement (the “Closing Statement”) setting forth Seller’s good faith calculation of the Adjustment Amount Payable by Purchaser or the Adjustment Amount Payable by Seller, as applicable (in each case as defined in Exhibit I), which shall be determined as of 12:01 a.m. Pacific time on the Closing Statement to Date and take into account, and set forth as separate line items, all provisions establishing the basis for such calculation, in each case together with supporting documentation used by Seller 1in calculating such amounts. The Closing Statement (including the calculations therein) shall be prepared on in a basis manner consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement.Exhibit I. (c) From and after the Closing, Seller 1 shall, and shall deliver cause its Affiliates to, on reasonable prior notice to BuyerSeller, within 45 days after Buyer(i) provide Purchaser and its representatives with reasonable access during normal business hours to the books and records and work papers of the Seller and/or its Affiliates, and (ii) cooperate with and assist Purchaser and its representatives in connection with the review of such materials, including by making available its employees, accountants and other personnel to the extent reasonably requested, in each case in connection Purchaser’s delivery review of thethe Closing Statement and subject to third-party confidentiality obligations. (d) If Seller 1 objects Purchaser has any objections to the Closing Statement and or any such objections are not resolved by of the amounts included in the calculation of the Adjustment Amount set forth therein, it shall deliver to Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer a written statement (a “Notice of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1Objection”) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant particulars of such disagreement (including the work papers used by Buyer to prepare specific items in the Closing Statement that are in dispute and to determine the basis nature and amount of any unresolved objection by Buyer described in disagreement so identified) not later than 60 days after Purchaser’s receipt of the preceding sentenceClosing Statement (such 60-day period, and the “Review Period”); provided, however, that such 60-day period shall toll during any time that Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of or any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited Affiliates fail to resolving such unresolved objections based solely on comply in all material respects with Section 3.2(c). If Purchaser fails to deliver a Notice of Objection within the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 Review Period (or their respective Representatives) provided to Neutral Accountant in accordance herewithapplicable later date if such period is tolled), and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution Adjustment Amount set forth therein shall be final, conclusive deemed to have been accepted by Purchaser and shall be deemed final and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination all of the Closing Statement Parties. If Purchaser delivers a Notice of Objection to Seller within the Review Period, Seller and Purchaser shall work in good faith to resolve the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally Purchaser’s objections within the fees and expenses 30-day period following the delivery of the Neutral Accountant for its services under this Section 1.5(d). Notice of Objection. (e) If the Adjusted Purchase Price is less than Final Closing Statement sets forth an Adjustment Amount Payable by Purchaser (as defined in Exhibit I), then Purchaser (or an Affiliate designated by Purchaser) shall pay in cash to Seller the Estimated Purchase PriceAdjustment Amount as reflected in the Final Closing Statement. If the Final Closing Statement sets forth an Adjustment Amount Payable by Seller (as defined in Exhibit I), then Seller 1 (or an Affiliate designated by Seller) shall pay in cash to Buyer, Purchaser the Adjustment Amount as reflected in the Final Closing Statement. Any Purchase Price adjustment payable under this Section 3.2(e) shall be paid by wire transfer of immediately available funds, within three Business Days on or prior to the 5th business day after the date on which determination of the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal 3.2. Without limiting the remedies available for any failure to pay the difference of (A) Adjustment Amount within the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to 5 business days provided in this Section 1.53.2(e), an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment any payment due and not timely paid in accordance with this Section 1.5(e3.2(e) shall accrue interest at the rate of 6% per annum (the “Interest Rate”) from the Final Closing Statement Date until the date of payment. (f) In the event that Seller and Purchaser are unable to resolve in writing any of the Purchaser’s objections in the Notice of Objection within the 30-day period (or such longer period as may be agreed by Seller and Purchaser) following the delivery of a Notice of Objection, the resolution of all unresolved items (“Disputed Items”) shall be submitted to an arbiter that is a nationally-recognized accounting firm to be mutually selected by Purchaser and Seller to resolve any remaining disagreements. If (i) such mutually selected arbiter is not willing and able to serve in such capacity or (ii) Purchaser and Seller otherwise fail to appoint an arbiter pursuant to the sole immediately preceding sentence within 10 business days after the expiration of the resolution period set forth in the immediately preceding sentence, then Purchaser shall deliver to Seller a list of 3 other arbiters of recognized national standing and exclusive remedy Seller shall select one of such 3 arbiters (such arbiter as is ultimately selected pursuant to the aforementioned procedures being the “Arbiter”). Purchaser and Seller shall execute any agreement reasonably required by the Arbiter for its engagement hereunder. Purchaser and Seller shall, promptly (but in any event within 10 business days) following the formal engagement of the Arbiter, provide the Arbiter (copying the other upon submission) with a single written presentation setting forth its respective calculations of and assertions regarding the Disputed Items. Upon receipt of the other Party’s presentation, Purchaser and Seller shall be entitled (no later than 5 business days following such receipt) to submit to the Arbiter a single written response to such other Party’s initial submission setting forth such Party’s objections or rebuttals to the calculations and/or assertions set forth in such initial submission (which responses the Arbiter shall promptly distribute to the other applicable Party). The Arbiter shall be instructed to render its determination with respect to such disagreements as soon as reasonably practicable (which the Parties agree shall not be later than 45 days following the formal engagement of the Arbiter). The adjustment is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purposes of determining the Adjustment Amount, and the Arbiter shall not conduct an independent investigation but shall instead base its determination on the written submissions of the Parties for disputes regarding delivered pursuant to and in accordance with this Section 3.2(f) with respect to the Estimated Net Working Capital Disputed Items. The determination of the Arbiter, acting as an expert and the Actual Net Working Capitalnot an arbitrator, and Article VI shall not apply with respect to any such dispute disagreements shall be binding and final for purposes of this Agreement. The term “Final Closing Statement” as used in respect of this Agreement shall mean the determination of Estimated Net Working Capital and Closing Statement that is deemed final in accordance with Section 3.2(d) or the Actual Net Working CapitalClosing Statement resulting from the determinations made by the Arbiter in accordance with this Section 3.2(f), as applicable (the date that the Closing Statement is deemed to be the Final Closing Statement, the “Final Closing Statement Date”).

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least Not fewer than two Business Days before (2) days prior to the ClosingClosing Date, the Seller 1 will prepare and deliver to Buyer the Purchaser a statement calculating calculation of the Estimated Net estimated Closing Working Capital. The Estimated Net , which shall represent the Seller’s reasonable estimate of the Closing Working Capital will as of the close of business on the Closing Date and shall be prepared in accordance with GAAP on the same basis and applying the same accounting principles, policies, practices and methodology that were used to calculate in preparing the Audited Financials (the “Estimated Purchase Price.Closing Working Capital Statement”) (b) Within 60 sixty (60) days after the Closing DateClosing, Buyer the Purchaser shall prepare and deliver to the Seller a statement setting forth its calculation of Closing Statement to Seller 1. The Closing Statement Working Capital, which statement shall be prepared in accordance with GAAP on a the same basis consistent with and applying the same accounting principles, practicespolicies, policies practices and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied methodology that were used in preparing the 2013 Baseline Financial Statements underlying Estimated Closing Working Capital Statement (the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the “Closing Working Capital Statement”). (c) After receipt of the Closing Working Capital Statement, the Seller 1 shall deliver have thirty (30) days (the “Review Period”) to Buyerreview the Closing Working Capital Statement. During the Review Period, within 45 days after Buyer’s delivery the Purchaser shall provide the Seller and its representatives with reasonable access during normal business hours upon reasonable advance notice to the working papers of thethe Purchaser relating to the Closing Working Capital Statement, and the Purchaser shall cooperate with the Seller and its representatives to provide them with other information used in preparing the Closing Working Capital Statement reasonably requested by the Seller and its representatives including, upon reasonable advance notice, access during normal business hours to relevant personnel and records of the Purchaser. (d) If On or prior to the last day of the Review Period, the Seller 1 objects may object to the Closing Working Capital Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery delivering to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign the Purchaser a written statement setting forth (A) those the Seller’s objections (if any) that Buyer and Seller 1 have resolved in reasonable detail, indicating each disputed item or amount and the resolution basis for the Seller’s disagreement therewith (the “Statement of Objections”). If the Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Purchaser’s determination of Closing Working Capital as set forth in the Closing Working Capital Statement shall be deemed to be final and binding on the Seller. (e) If the Seller delivers the Statement of Objections before the expiration of the Review Period, the Seller and the Purchaser shall use good faith efforts to resolve any dispute involving any matter set forth in the Statement of Objections. If the parties are unable to resolve any dispute involving any matter set forth in the Statement of Objections within thirty (30) days after the delivery of the Statement of Objections, such dispute shall be referred for decision to an Accounting Firm to decide the dispute within thirty (30) days of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the referral. The scope of the Neutral AccountantAccounting Firm’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection the disputed items described in the Statement of Objections that the Seller and (2) the Purchaser are unable to resolve, and the recalculation, if any, of the Closing Statement and the Adjusted Purchase Price, Working Capital in each case reflecting the Neutral Accountant’s resolution light of such unresolved objectionsresolution. The resolution decision by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes Accounting Firm with respect to the Closing Statement such disputed items shall be final and binding on the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement Seller and the Adjusted Purchase Price in Purchaser and shall be based upon a court review of competent jurisdiction in accordance with Section 12.11any relevant books and records or other documents requested by the Accounting Firm. Buyer and Seller 1 shall share equally the The fees and expenses of the Neutral Accountant for its services under Accounting Firm shall be paid by the Seller, on the one hand, and the Purchaser, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Seller or the Purchaser, respectively, bears to the aggregate amount actually contested by the Seller or the Purchaser. (f) On or before the fifteenth (15th) day following the final determination of the Closing Working Capital pursuant to this Section 1.5(d). 3.3, either (ei) If the Adjusted Purchase Price is less than Purchaser shall deliver to the Estimated Purchase PriceSeller the amount, then Seller 1 shall pay to Buyerif any, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally Working Capital as ultimately determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price 3.3 is greater than the Closing Working Capital as reflected on the Estimated Purchase PriceClosing Working Capital Statement, then Buyer shall pay to Seller 1, in immediately available funds by wire transfer of immediately available fundsto an account designated in writing by the Seller, within three Business Days after or (ii) the date on Seller shall deliver to the Purchaser the amount, if any, by which the Final Closing Statement is finally Working Capital as ultimately determined pursuant to this Section 1.5, an amount equal to 3.3 is less than the difference of (A) the Adjusted Purchase Price minus (B) Closing Working Capital as reflected on the Estimated Purchase Price. Payment Closing Statement, in accordance with this Section 1.5(e) shall be immediately available funds by wire transfer to an account designated in writing by the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working CapitalPurchaser.

Purchase Price Adjustment. (a) The Estimated Purchase Price and the Adjusted Cash Purchase Price shall be determined as followsdecreased by the following amounts: (ai) At least two Business Days before an amount (the Closing, Seller 1 will deliver “Debt Amount”) equal to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net aggregate amount required to satisfy all Debt as of the Closing Date; (ii) an amount (the “Transaction Expenses Amount”) equal to the aggregate amount required to satisfy all Transaction Expenses of the Company as of the Closing Date; and (iii) an amount equal to the Working Capital will be used to calculate Deficit, if any, as of the Estimated Purchase PriceClosing Date. (b) Within 60 days after The Cash Purchase Price shall be increased by an amount equal to the Working Capital Surplus, if any, as of the Closing Date, Buyer shall prepare and deliver the Closing Statement to Seller 1. The Closing Statement shall be prepared on a basis consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 shall Within ninety (90) days after the date hereof, Buyer may prepare and deliver to the Parent an unaudited consolidated balance sheet of the Company as of the Closing Date, which shall be determined in accordance with accounting policies, principles, methodologies and estimates used in preparing the 12-31-06 Balance Sheet (the “Closing Balance Sheet”) and a statement setting forth Buyer’s calculation of the Working Capital as of the date hereof based on the Closing Balance Sheet and a statement of the Working Capital Deficit, if any, or Working Capital Surplus, if any, and the Debt Amount, and Transaction Expenses Amount as of the Closing Date (the “Closing Statement”). If the Parent has any objections to the Closing Balance Sheet or Closing Statement prepared by Buyer, then the Parent will deliver a detailed written statement (the “Objections Statement”) describing its objections to Buyer within 45 thirty (30) days after Buyer’s delivery of thethe Closing Balance Sheet and the Closing Statement. If the Parent fails to deliver an Objections Statement within such thirty (30) day period, then the Closing Balance Sheet and Closing Statement shall become final and binding on all Parties. If the Parent delivers an Objections Statement within such thirty (30) day period, then the Parent and Buyer will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after the Parent has submitted any Objections Statement, any remaining matters which are in dispute will be resolved by an accounting firm to be mutually agreed upon by the Parties (the “Accountants”). The Accountants will prepare and deliver a written report to Buyer and the Parent and will submit a proposed resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Accountants. The Accountants’ determination of such unresolved disputes will be final and binding upon all Parties; provided, however, that no such determination shall be any more favorable to Buyer than is set forth in the Closing Balance Sheet and the Closing Statement or any more favorable to the Parent than is proposed in the Objections Statement. The costs, expenses and fees of the Accountants shall be borne by the Party whose position is farthest from the amounts determined by the Accountants. The final Closing Balance Sheet and Closing Statement, however determined pursuant to this Section 1.3(c), will produce the Working Capital Deficit, if any, or Working Capital Surplus, if any, and the Debt Amount, and Transaction Expenses Amount, to be used to determine the amount of the Purchase Price, as adjusted pursuant to this Section 1.3(c) (the “Final Cash Payment”). (d) If Seller 1 objects to the Closing Statement and any Estimated Cash Payment exceeds the Final Cash Payment, then such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery excess shall be paid to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and from the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase PriceHoldback Shares. If the Adjusted Purchase Price is greater than Holdback Shares are insufficient to pay the full amount by which the Estimated Purchase PriceCash Payment exceeds the Final Cash Payment, then Buyer any deficiency shall pay be paid by the Parent to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which Buyer. If the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) Cash Payment exceeds the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) Cash Payment, then such excess shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capitalpaid by Buyer, and Article VI shall not apply in cash, to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working CapitalParent.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least No later than two Business Days before prior to the ClosingClosing Date, Seller 1 will shall prepare and deliver to Buyer Purchaser a statement calculating certificate of an officer of Seller, or one of its Subsidiaries, setting forth its good faith estimate of (i) the amount of Cash of the Company and its Subsidiaries as of the Closing Date (the “Estimated Cash Amount”), and (ii) the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”), taking into account the Pre-Closing Date Coal Inventory. (b) Purchaser and Seller shall jointly engage mutually agreeable engineering firms (the “Inventory Firms”) to calculate the quantity (based on volume and density) of raw and clean tons of coal located at each inventory location on or after the seventh (7th) Business Day, weather permitting, prior to, but not after the Closing Date, and Purchaser and Seller shall use the methodology set forth in Exhibit 2.3(b) to value the coal inventory (the amount so calculated shall be referred to as the “Pre-Closing Date Coal Inventory”). Both Purchaser and Seller shall be entitled to be present at each inventory location during the time the Inventory Firms are conducting their volume and density measurements. The Estimated calculation of the quantity of coal by the Inventory Firms shall be final and binding on the parties unless the parties mutually agree on an adjustment thereto due to an error in the calculation that appears on the face of such calculation. Purchaser and Seller shall work in good faith to calculate the Pre-Closing Date Coal Inventory based on the quantities calculated by the Inventory Firms (as may be adjusted pursuant to the previous sentence) and the methodology set forth in Exhibit 2.3(b). The Pre-Closing Date Coal Inventory calculated by Seller shall be final and binding on the parties unless Purchaser notifies Seller within three (3) Business Days prior to the Closing Date that it disputes Seller’s calculation. In the event Purchaser notifies Seller that it so disputes Seller’s calculation, the parties shall work in good faith to resolve such dispute not less than one (1) Business Day prior to the Closing Date. If Purchaser disputes Seller’s calculation of the Pre-Closing Date Coal Inventory and the parties are unable to resolve such dispute within one (1) Business Day prior to the Closing Date, the Closing will occur, and the Net Working Capital will be used calculated, based upon the Pre-Closing Date Coal Inventory as calculated by Seller and Purchaser shall be entitled to calculate use its calculation of the Estimated Purchase PricePre-Closing Date Coal Inventory in connection with its preparation of the Preliminary Statement, which is subject to dispute by Seller as set forth below. Each of Purchaser and Seller agrees to execute, if requested by the Inventory Firms, a reasonable engagement letter. Each of Purchaser and Seller shall pay one-half (1/2) of the fees and expenses of the Inventory Firms. The Pre-Closing Date Coal Inventory shall be adjusted to the Closing Date to reflect changes in such Pre-Closing Date Coal Inventory from the date of the Inventory Firms’ calculation through the Closing based on the operating records of the Company. (bc) Within 60 No more than forty-five (45) days after following the Closing Date, Buyer Purchaser shall prepare and deliver to Seller the following (collectively, the “Preliminary Statement”): (i) an unaudited consolidated balance sheet of the Company as of the Closing Statement Date (before giving effect to Seller 1. The the Closing) (the “Preliminary Closing Statement shall be Balance Sheet”), taking into account the Pre-Closing Date Coal Inventory and prepared by Purchaser in accordance with GAAP, applied on a basis consistent with the Company’s December 31, 2013 audited financial statements (including year-end accounting principles, practices, policies adjustments); (ii) a calculation by Purchaser of the amount of Cash of the Company and methods expressly set forth on Schedule 1.5 and, its Subsidiaries as of the Closing Date (before giving effect to the extent not specifically detailed Closing), based on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted Preliminary Closing Balance Sheet (the “Preliminary Cash Amount”); and (iii) a calculation by GAAP and applied in preparing Purchaser of the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request Net Working Capital as of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing StatementDate (before giving effect to the Closing), based on the Preliminary Closing Balance Sheet taking into account the Pre-Closing Date Coal Inventory (the “Preliminary Net Working Capital”). (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects shall have ten (10) Business Days following receipt of the Preliminary Statement to review the Preliminary Closing Balance Sheet and the calculations of the Preliminary Cash Amount and the Preliminary Net Working Capital, and to notify Purchaser in writing if Seller disputes the amount of the Preliminary Cash Amount or the Preliminary Net Working Capital set forth on the Preliminary Statement (the “Dispute Notice”), specifying the reasons therefor in reasonable detail. (e) In connection with Seller’s review of the Preliminary Statement, Seller and its Representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Purchaser or its Representatives (subject to customary indemnification agreements with respect to work papers of Purchaser’s independent accountants that may be requested by such independent accountants) in connection with Purchaser’s preparation of the Preliminary Closing Balance Sheet and/or its calculation of the Preliminary Cash Amount or the Preliminary Net Working Capital and to finance personnel of Purchaser and any other information that Seller or its Representatives reasonably request, and Purchaser shall cooperate with Seller and its Representatives in connection therewith. (f) In the event that Seller shall deliver a Dispute Notice to Purchaser, Purchaser and Seller shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Preliminary Closing Statement Balance Sheet, the Preliminary Cash Amount and the Preliminary Net Working Capital shall be made in accordance with the written agreement of Purchaser and Seller. In connection with Purchaser’s review of the Dispute Notice, Purchaser and its Representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Seller or its Representatives (subject to customary indemnification agreements with respect to work papers of Seller’s independent accountants that may be requested by such independent accountants) in connection with Seller’s preparation of the Dispute Notice and to finance personnel of Seller and any other information that Purchaser or its Representatives reasonably request, and Seller shall cooperate with Purchaser and its Representatives in connection therewith. If Purchaser and Seller are unable to resolve any such objections are not dispute within ten (10) Business Days (or such longer period as Purchaser and Seller shall mutually agree in writing) of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by the Independent Accounting Firm, and such determination shall be final and binding on the parties. With respect to any disputed amount, the Independent Accounting Firm’s determination shall not be higher than the highest amount proposed by Seller 1 and Buyer within 45 days after or Purchaser, nor lower than the lowest amount proposed by Seller 1’s delivery or Purchaser. Any expenses relating to Buyer the engagement of Seller 1’s objection statement the Independent Accounting Firm in respect of its services pursuant to this Section 1.5(c)2.3(f) shall be paid by Purchaser, Buyer on the one hand, and Seller 1 Seller, on the other hand, based on the percentage that the amount actually contested but not awarded to Purchaser or Seller, respectively, bears to the amount actually contested by Purchaser and Seller. The Independent Accounting Firm shall be instructed to use reasonable best efforts to perform its services within thirty (30) days of submission of the Preliminary Closing Balance Sheet, the Preliminary Cash Amount and the Preliminary Net Working Capital to it and, in any case, as promptly as practicable after such submission. The Preliminary Closing Balance Sheet, the Preliminary Cash Amount and the Preliminary Net Working Capital, (1i) jointly prepare and sign if no Dispute Notice has been timely delivered by Seller, as originally submitted by Purchaser, or (ii) if a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and Dispute Notice has been timely delivered by Seller, as adjusted pursuant to the resolution of such objections dispute in accordance with this Section 2.3(f), shall be, respectively, the “Final Closing Balance Sheet,” the “Final Cash Amount” and the “Final Net Working Capital.” (g) The Closing Consideration shall be adjusted as follows (the aggregate of such increases or decreases, as the case may be, pursuant to clauses (i) and (Bii) those objections that remain unresolved and below is referred to as the “Final Closing Adjustment”): (2i) engage (A) increased, if the Neutral Accountant to resolve such unresolved objectionsFinal Cash Amount exceeds the Estimated Cash Amount, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed excess, or (B) decreased, if the Estimated Cash Amount exceeds the Final Cash Amount, by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed excess; and (ii) (A) increased, if the Final Net Working Capital exceeds the Estimated Net Working Capital, by Seller 1 in Sellers’ statement the amount of objections delivered pursuant to Section 1.5(csuch excess, or (B) and decreased, if the Estimated Net Working Capital exceeds the Final Net Working Capital, by the amount of such excess. (zh) Purchaser or Seller, as the Neutral Accountant shall issuecase may be, shall, within 60 days of its engagement, a ruling that sets forth five (15) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which determination of the Final Closing Statement is finally determined Cash Amount and the Final Net Working Capital pursuant to this Section 1.52.3, make payment to the other by wire transfer in immediately available funds of the amount payable by Purchaser or Seller, as the case may be, in an amount equal to the difference of (A) Final Closing Adjustment, together with interest thereon from the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay Closing Date to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount of payment at a floating rate equal to the difference of U.S. dollar prime rate per annum, as quoted by The Wall Street Journal, from time to time during such period (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to less any such dispute non-resident withholding Tax payable in respect of the determination such interest). Such interest shall be calculated based on a year of Estimated Net Working Capital 365 days and the Actual Net Working Capitalnumber of days elapsed since the Closing Date.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will shall prepare and deliver to Buyer not less than three (3) Business Days prior to the Closing Date (i) an estimated balance sheet of the TEAK Companies (on a statement calculating consolidated basis) as of the Effective Time (together with supporting documentation reasonably necessary for Buyer to verify such balance sheet, the “Estimated Balance Sheet”), (ii) worksheets showing Seller’s estimate of the Net Working Capital derived from the Estimated Balance Sheet (based upon, and subject to the adjustments set forth in, the definitions of Current Assets and Current Liabilities) (the “Estimated Net Working Capital”) and (iii) Seller’s estimate of the Purchase Price as adjusted pursuant to Section 3.4 (the “Estimated Purchase Price”). The Estimated Balance Sheet, the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate and the Estimated Purchase Price. Price (btogether, the “Estimated Closing Items”) Within 60 days after the Closing Date, Buyer shall prepare and deliver the Closing Statement to Seller 1. The Closing Statement shall be prepared on a basis consistent with the accounting principlespast practices of the TEAK Companies. (b) No later than sixty (60) calendar days after the Closing Date (or such later date as mutually agreed by Buyer and Seller), practicesSeller shall prepare and deliver to Buyer (i) a balance sheet of the TEAK Companies (on a consolidated basis) as of the Effective Time (together with supporting documentation reasonably necessary for Buyer to verify such balance sheet, policies the “Final Balance Sheet”), (ii) worksheets showing Seller’s calculation of the Net Working Capital derived from the Final Balance Sheet (based upon, and methods expressly subject to the adjustments set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5in, the accounting principlesdefinitions of Current Assets and Current Liabilities) (the “Final Net Working Capital”) and (iii) Seller’s calculation of the Purchase Price as adjusted pursuant to Section 3.4 (the “Final Purchase Price”), practicesin each case, policies together with a worksheet showing the difference, if any, between any Estimated Closing Item and procedures required the corresponding Final Closing Item (as defined below). The Final Balance Sheet, the Final Net Working Capital and the Final Purchase Price (together, the “Final Closing Items”) shall be prepared on a basis consistent with past practice of the TEAK Companies and consistent with the principles and assumptions used in preparation of the Estimated Closing Items. If Seller does not deliver the Final Closing Items in accordance with this Section 3.6 on or permitted before the sixtieth (60th) calendar day after the Closing Date (or such later date as mutually agreed by GAAP Buyer and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1Seller), Buyer shall deliver have the right to prepare such Final Closing Items on or before the ninetieth (90th) day after the Closing Date (or such later date as mutually agreed by Buyer and Seller), in which case the relative obligations of Buyer and Seller in the remainder of this Section 3.6 shall be switched. Buyer and Seller shall promptly provide to each other all documents reasonably requested by the other to verify any of the items set forth in the Final Closing Item calculations. Buyer shall have the right for thirty (30) days following receipt of the Final Closing Items to object to the Final Balance Sheet, the proposed calculation of the Final Net Working Capital and the proposed calculation of the Final Purchase Price (other than with respect to an Environmental Defect or an Environmental Defect Amount, which shall be determined exclusively in accordance with ARTICLE VIII). Buyer and its representatives shall be entitled to reasonable access during normal business hours to all books and records of Seller as may be reasonably requested by Buyer for the purpose of this Section 3.6(b). Any objection made by Buyer shall be made in writing and shall set forth such objection in reasonable detail. Buyer shall be deemed to have waived any rights to object under this Section 3.6(b) unless Buyer furnishes its written objections to Seller 1 within such thirty (30) day period. If Buyer delivers an objection within such thirty (30) day period, then Buyer and Seller shall endeavor in good faith to resolve the objections. If, at the end of a fifteen (15) day period from the date of delivery of any objection by Buyer or such longer period as may be mutually agreed by Buyer and Seller, there are any objections that remain in dispute, then the remaining objections in dispute shall be submitted for resolution to the accounting firm of Ernst & Young LLP (the “Closing Item Arbitrator”). The Closing Item Arbitrator shall determine the Final Purchase Price as promptly as reasonably practicable after the objections that remain in dispute are submitted to it, but in any event within thirty (30) days after such objections that remain in dispute are submitted to it. If any objections are submitted to the Closing Item Arbitrator for resolution, (i) each of Buyer and Seller shall furnish to the Closing Item Arbitrator such workpapers and other documents and information relating to such objections as the Closing Item Arbitrator may request and are reasonably available to that party (or its advisors independent public accountants) and will be afforded the work papers used opportunity to present to the Closing Item Arbitrator any material relating to the determination of the matters in dispute and to discuss such determination with the Closing Item Arbitrator; (ii) the Closing Item Arbitrator must not adopt an amount of the Final Purchase Price that is greater than the amount submitted by Seller or less than the amount submitted by Buyer; and (iii) the determination by the Closing Item Arbitrator of the Final Purchase Price, as set forth in a written notice delivered to both Buyer and Seller by the Closing Item Arbitrator, shall be made in accordance with this Agreement and shall be binding and conclusive on the parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof. Buyer and Seller shall each bear their own legal fees and other costs in connection with any such objection; provided that Buyer, on one hand, and Seller, on the other hand, shall bear one-half of the costs and expenses of the Closing Item Arbitrator. Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.6(c) and ARTICLE VIII, the Closing Item Arbitrator and procedures set forth herein shall be the sole method for resolving any disputes regarding the Final Purchase Price (other than with respect to an Environmental Defect or an Environmental Defect Amount, which shall be determined exclusively in accordance with ARTICLE VIII) or the provisions of this Section 3.6. Following the final determination of the Final Purchase Price pursuant to this Section 3.6, if the reconciliation of the Final Purchase Price with the Estimated Purchase Price results in a cumulative amount payable to either Buyer or Seller (“Final Payment Amount”) of more than Fifty Thousand Dollars ($50,000), the amount of the Final Payment Amount shall be promptly (but in any event within five (5) Business Days of the determination of the Final Payment Amount) paid by Buyer or Seller, as applicable, by wire transfer in immediately available funds to prepare the Closing StatementSeller or Buyer, as applicable, to an account designated by such payee. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth Notwithstanding anything in this Section 1.5(d) for resolving disputes with respect 3.6 to the Closing Statement contrary, any dispute regarding an Environmental Defect or an Environmental Defect Amount shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction determined exclusively in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working CapitalARTICLE VIII.

Purchase Price Adjustment. a. The Estimated Purchase Price and 1st Tier Earn-Out will be reduced by the Adjusted Purchase Price shall amount, if any, by which the Target Working Capital exceeds the Closing Working Capital, or will be increased by the amount, if any, by which Closing Working Capital exceeds $41,800,000 as determined as follows: (a) At least two Business Days before in accordance with this Section 7. After the Closing, Seller 1 the Purchase Price will deliver to Buyer a statement calculating be recalculated (as recalculated, the Estimated Net Working Capital. The Estimated Net “Final Purchase Price”) based on the Closing Working Capital determined in accordance with this Section 7. All adjustments to the Purchase Price made pursuant to this Section 7 will be used consistently treated by both the Buyer and Seller as adjustments to calculate the Estimated Purchase Pricepurchase price for United States federal, state and local Tax purposes. b. No later than forty five (b45) Within 60 calendar days after following the Closing Date, Buyer shall will prepare and deliver to Seller a balance sheet of the Business as of the Closing Date prepared in accordance with US GAAP (excluding footnotes) on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Interim Balance Sheet (the “Closing Balance Sheet”), together with a statement (the “Closing Statement”) setting forth Buyer’s determination of the Closing Working Capital. c. During the thirty (30) calendar day period immediately following the date of delivery to the Seller of the Closing Balance Sheet and the Closing Statement, the Seller’s representatives (i) will be permitted to review, during normal business hours and with reasonable prior notice, the books and records of Buyer relating to the Business and the working papers related to the preparation of the Closing Balance Sheet and the Closing Statement (including the determinations included therein), and (ii) will be given reasonable access, during normal business hours and with reasonable prior notice, to Seller 1knowledgeable employees and accounting professionals of Buyer in order to facilitate the Seller’s review of the Closing Balance Sheet and Closing Statement; provided, however, that the review and access described in clauses (i) and (ii) will not be conducted or provided at times or in a manner that would unreasonably interfere with Buyer’s operation of the Business. The Closing Statement shall be prepared on a basis consistent with the accounting principles, practices, policies Balance Sheet and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement (including the determinations included therein) will become final, binding and conclusive upon the Seller and the Buyer thirty (30) days following the Seller’s receipt thereof, unless Buyer receives from the Seller on or prior to such date written notice of the Seller’s disagreement with any such objections account or determination set forth in the Closing Balance Sheet or Closing Statement (a “Dispute Notice”). Any Dispute Notice will specify in reasonable detail the nature and dollar amount of any disagreement so asserted (collectively, the “Disputed Items”). Any account or determination set forth or reflected on the Closing Balance Sheet or in the Closing Statement that is not specifically objected to in the Dispute Notice will be deemed final, binding and conclusive upon the Seller and the Buyer upon delivery of the Dispute Notice. If a timely Dispute Notice is received by the Buyer, then the Closing Balance Sheet and the related determination of Closing Working Capital set forth in the Closing Statement will become final, binding and conclusive upon Buyer and Seller on the first to occur of (x) the date on which Buyer and Seller resolve in writing all differences they have with respect to the Disputed Items or (y) the date on which all of the Disputed Items that are not resolved by Buyer and Seller 1 in writing are finally resolved in writing by the Independent Accountants as follows. d. During the ten (10) calendar days following delivery of a Dispute Notice (or such longer period as the Buyer and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(cshall mutually agree), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that will seek in good faith to resolve in writing any differences which they have with respect to all Disputed Items. Any Disputed Item resolved in writing by the Buyer and Seller 1 have resolved will be deemed final, binding and conclusive on the resolution Buyer and Seller. If Buyer and Seller do not reach agreement on all of the Disputed Items during such 10-day period (or such longer period as they shall mutually agree), then at the end of such objections 10-day period Buyer and Seller will submit all unresolved Disputed Items (Bcollectively, the “Unresolved Items”) those objections that remain unresolved to an independent third party accountant or consultant mutually agreeable to the Buyer and Seller (2the “Independent Accountants”) engage the Neutral Accountant to review and resolve such unresolved objections, including entering into a customary engagement letter with matters. The Independent Accountants will determine each Unresolved Item (the Neutral Accountant amount of which may not be more favorable to Buyer than the related amount set forth in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and or more favorable to determine the basis of any unresolved objection by Buyer described Seller than the related amount set forth in the preceding sentenceDispute Notice) as promptly as may be reasonably practicable, and Seller 1 shall deliver promptly will endeavor to complete such process within a period of no more than fifteen (15) days. The Independent Accountants may conduct such proceedings as the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described Independent Accountants believe, in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described their sole discretion, will assist in the preceding sentence. Each determination of the Unresolved Items; provided, however, that all communications between the Buyer and Seller 1 shall provide or any of their respective representatives, on the one hand, and the Independent Accountants, on the other hand, will be in writing with copies simultaneously delivered to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objectionsnon-communicating party. The resolution by Independent Accountants’ determination of the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall Unresolved Items will be final, binding and conclusive on the Buyer and binding upon Seller, effective as of the Parties date the Independent Accountants’ written determination is received by the Buyer and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwiseSeller. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If Independent Accountants shall be apportioned equitably between Seller, on the Adjusted Purchase Price is less than the Estimated Purchase Priceone hand, then Seller 1 shall pay to and Buyer, on the other hand, by wire transfer the Independent Accountants so that the non-prevailing party on each issue bears the fees and expenses associated with that issue. e. Upon determination of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined Working Capital pursuant to this Section 1.57, a final adjustment to the Purchase Price will be determined and satisfied as follows: i) if the Closing Working Capital computed as provided in this Section 7 based on the Final Closing Balance Sheet exceeds $41,800,000, the 1st Tier Earn-Out shall be increased by an amount equal to the difference amount of (Asuch excess; or ii) if the Estimated Purchase Price minus (B) Target Working Capital exceeds the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date Closing Working Capital based on which the Final Closing Statement is finally determined pursuant to this Section 1.5Balance Sheet, the 1st Tier Earn-Out shall be reduced by an amount equal to the difference of (Asuch excess; or iii) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net if Closing Working Capital and is greater than or equal to the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Target Working Capital and the Actual Net Working Capitalbut less than $41,800,000, there will be no purchase price adjustment.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before Not later than ninety-five days following the ClosingClosing Date, Purchaser shall in good faith and in accordance with generally accepted accounting principals, consistently applied, determine the net value of the Purchased Assets less the Assumed Liabilities and shall promptly provide Seller 1 will deliver a written statement of such determination in such detail as to Buyer a statement calculating permit Seller to evaluate such determination; provided that all accounts receivable included in the Estimated Net Working Capital. The Estimated Net Working Capital will Purchased Assets that have not been collected within ninety days of closing shall be used deemed to calculate the Estimated Purchase Pricebe of no value and shall be assigned back to Seller; and provided further that obsolete or impaired inventory shall be deemed to be of no value and shall be assigned back to Seller. (b) Within 60 days after If Purchaser determines the Closing Datevalue of the net assets to exceed $360,000.00, Buyer shall prepare and deliver the Closing Statement or to Seller 1. The Closing Statement be less than $360,000.00, an upward or downward adjustment shall be prepared on a basis consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, made to the extent not specifically detailed on Schedule 1.5Purchase Price, respectively, in the accounting principles, practices, policies amount of the difference between the value of the net assets and procedures required or permitted by GAAP and applied in preparing $360,000.00 (the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement"Purchase Price Adjustment"). (c) Seller 1 shall deliver to BuyerIf the Purchase Price Adjustment is an upward adjustment, within 45 Purchaser shall, not later than thirty days after Buyer’s delivery of the (d) If Seller 1 objects the written statement of Purchaser's determination of net assets referred to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c)above, Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by pay the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect Adjustment to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined funds pursuant to this Section 1.5wire instructions to be provided by Seller for such purpose or, an at the election of Seller, by delivery to Seller of a certified check in the amount equal to of the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase PriceAdjustment. If the Adjusted Purchase Price Adjustment is greater a downward adjustment, Seller shall, not later than thirty days after delivery of the Estimated written statement of Purchaser's determination of net assets referred to above, pay the amount of the Purchase Price, then Buyer shall pay Price Adjustment to Seller 1, Purchaser by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined funds pursuant to this Section 1.5wire instructions to be provided by Purchaser for such purpose or, an at the election of Purchaser, by delivery to Seller of a certified check in the amount equal to of the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working CapitalAdjustment.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as followssubject to adjustment in accordance with the following: (a) At least two Business Days before If the ClosingSellers provide a Dispute Notice within the Review Period, Seller 1 will deliver then the Sellers and Purchaser shall endeavor to Buyer use good faith efforts to resolve such dispute in a statement calculating timely manner, and upon such resolution, the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. (b) Within 60 days after the Closing Date, Buyer shall prepare and deliver the Closing Statement to Seller 1. The Final Closing Statement shall be prepared on a basis consistent in accordance with the agreement of the Purchaser and the Sellers, which agreement shall be final and binding as to the Seller. If the Seller and the Purchaser are unable to resolve the disagreement within thirty (30) days following the delivery of the Dispute Notice, then the Parties shall retain Mutual agreed third party or, if such Person does not accept such designation, such other international accounting principles, practices, policies firm as is mutually agreed upon by the Seller and methods expressly set forth on Schedule 1.5 andPurchaser (the “Independent Accountant”), to resolve the extent not specifically detailed on Schedule 1.5, disagreement and make a determination with respect thereto. The Independent Accountant will be retained under a retention letter executed by the accounting principles, practices, policies Sellers and procedures required or permitted by GAAP and applied in preparing Purchaser that specifies that the 2013 Baseline Financial Statements underlying determination of the 2013 Audited Financial Statements. At Independent Accountant (which shall constitute the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Final Closing Statement. (c) Seller 1 shall deliver be made, and written notice thereof given to Buyerthe Parties, within 45 thirty (30) days after Buyer’s delivery the date of the (d) If the retention letter and that the determination by the Independent Accountant shall be final, binding and conclusive upon the Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the Purchaser. The scope of the Neutral Independent Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c(which will not be an audit) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection the disputed items described in the Dispute Notice, and (2) the preparation of the Final Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution light of such unresolved objectionsresolution. The resolution by the Neutral If an Independent Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect is engaged pursuant to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes3.2(b), except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Independent Accountant for its services under this Section 1.5(d). (e) If shall be allocated to and be paid by the Adjusted Purchase Price is less than Purchaser, on the Estimated Purchase Priceone hand, then Seller 1 shall pay to Buyerand the Seller, by wire transfer of immediately available fundson the other hand, within three Business Days after based upon the date on percentage which the Final Closing Statement is finally determined pursuant portion of the contested amount not awarded to this Section 1.5, an amount equal each Party bears to the difference of (A) amount actually contested by such Party, as determined by the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working CapitalIndependent Accountant.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before The Sellers and the Closing, Seller 1 will deliver Companies have delivered to Buyer a statement calculating certificate (the “Pre-Closing Statement”), executed by the Companies, setting forth (i) an estimated consolidated balance sheet for the Companies and the Subsidiaries as of immediately prior to the Determination Time, (ii) their good faith estimates, prepared in accordance with the Accounting Principles (as modified by this Agreement, including the Working Capital Example), of (A) Cash as of the Determination Time (the “Estimated Net Cash”), (B) Indebtedness as of the Determination Time (the “Estimated Indebtedness”), (C) Working Capital as of the Determination Time (the “Estimated Working Capital. The Estimated Net ”), (D) Working Capital will Overage or Working Capital Underage, as applicable, as of the Determination Time (the “Estimated Working Capital Overage” and the “Estimated Working Capital Underage” respectively), (E) Taxes Payable (the “Estimated Taxes Payable”), (F) Unpaid Sellers Transaction Expenses (the “Estimated Unpaid Sellers Transaction Expenses”), and (G) the Initial Purchase Price calculated in accordance with Section 2.3(a), and (iii) the amounts due to each payee and wire transfer instructions for each of the payments required by Section 2.3(b)(i) through (iii) and (iv) the amounts due to, and wire instructions for, each Seller in respect of such Sellers’ respective Interests in accordance with such calculations (the “Funds Allocation”). Buyer shall be used entitled, without any duty of inquiry or investigation, to calculate rely on and make payments in accordance with the Estimated Purchase PriceFunds Allocation. (b) Within 60 Subsequent to the Closing and subject to Section 2.4(c) and Section 2.4(g), the Initial Purchase Price shall be: (i) increased by the amount (if any) by which Final Cash exceeds Estimated Cash, or decreased by the amount (if any) by which Estimated Cash exceeds the Final Cash; (ii) increased by the Final Working Capital Overage (if any), or decreased by the Final Working Capital Underage (if any); (iii) increased by the amount (if any) by which Estimated Indebtedness exceeds the Final Indebtedness, or decreased by the amount (if any) by which Final Indebtedness exceeds Estimated Indebtedness; and (iv) increased by the amount (if any) by which Estimated Unpaid Sellers Transaction Expenses exceeds the Final Unpaid Sellers Transaction Expenses, or decreased by the amount (if any) by which Final Unpaid Sellers Transaction Expenses exceeds Estimated Unpaid Sellers Transaction Expenses. The Initial Purchase Price, as so increased or decreased in accordance with this Section 2.4(b), shall be the “Final Purchase Price” hereunder. (c) As soon as reasonably practicable, but not later than one hundred twenty (120) calendar days after the Closing Date, Buyer shall (i) prepare a statement of the calculation of Cash, Indebtedness, Working Capital and Working Capital Overage/Working Capital Underage, in each case as of the Determination Time, together with reasonably detailed calculations of Unpaid Sellers Transaction Expenses and the Final Purchase Price based on the foregoing and Estimated Taxes Payable (the “Closing Date Statement”), and (ii) deliver the Closing Date Statement to Seller 1Sellers. The Closing Date Statement shall be prepared in good faith on a basis consistent with the Accounting Principles (as modified by this Agreement, including the Working Capital Example), and shall include a reasonably detailed reconciliation of any differences between the calculations set forth in the Pre-Closing Statement and the Closing Date Statement, together with reasonably detailed supporting materials used in the preparation of the Closing Date Statement. The Parties agree that (A) in determining the Final Working Capital and the related purchase price adjustment contemplated by this Section 2.4, the purpose is to measure changes in Working Capital, and such process is not intended to permit the introduction of judgments, accounting methods, policies, principles, practices, policies and methods expressly set forth on Schedule 1.5 andprocedures, assumptions, conventions, categorizations, definitions, techniques (including in respect of management’s exercise of judgment), classifications or estimation methodologies different than the Accounting Principles (as modified by this Agreement, including the Working Capital Example); (B) no new class or classes of liabilities, asset reserves, or valuation allowances shall be introduced in the preparation of the Closing Date Statement; (C) there shall be no additional provision or accrual or increase in any existing provision or accrual included in the Closing Date Statement except to the extent of any of Buyer’s adjustments of amounts set forth in the Pre-Closing Statement that it believes, reasonably and in good faith, (1) were not specifically detailed on Schedule 1.5calculated in accordance with this Agreement (including its relevant defined terms) or (2) contained manifest mathematical error; (D) the Closing Date Statement shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement or the Related Agreements and shall not be impacted by any action of Buyer, the accounting principlesCompanies, practices, policies any of the Subsidiaries or any of their respective Affiliates after the Closing; and procedures required or permitted by GAAP and applied (E) the calculations of Working Capital shall only include the same line items included in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statementsexample calculation set forth in Exhibit A (Working Capital Example) attached hereto. At the request of Seller 1, If Buyer shall fails to deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing StatementDate Statement to Sellers within the one hundred twenty (120) calendar day period contemplated by the first sentence of this Section 2.4(c), then Buyer and Sellers shall retain (and shall split the expenses for retaining, 50/50) the Referral Firm to provide an audit of or otherwise review the books of the Companies, to review the calculation of the Pre-Closing Statement and make any adjustments necessary thereto consistent with this Section 2.4(c). (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects In connection with the review of the Closing Date Statement by Sellers, Buyer shall provide Sellers and their Representatives with prompt and reasonable access, during normal business hours, to the books and records, personnel, and Representatives of the Companies related to Buyer’s preparation of the Closing Date Statement. Furthermore, Sellers shall have the right to review the work papers of Buyer underlying or utilized in preparing the Closing Date Statement and the calculation of the Final Purchase Price; provided, however, that the independent accountants of the Companies, if any, shall not be obligated to make any such work papers available to Sellers unless and until Sellers have signed a customary confidentiality and hold harmless agreement relating to such access to such work papers in form and substance reasonably acceptable to such independent accountants. Sellers may make inquiries of Buyer, the Companies and their respective accountants regarding questions concerning, or disagreements with, the Closing Date Statement arising in their review thereof, and Buyer shall, and shall use commercially reasonable efforts to cause any such accountants to, cooperate with and respond to such inquiries. (e) Within thirty (30) calendar days after receipt of the Closing Date Statement, Sellers shall inform Buyer in writing either (i) that the Closing Date Statement is acceptable or (ii) of any good faith objection to the Closing Date Statement, setting forth in reasonable detail the basis for such objection and the specific adjustment to amounts, determinations and calculations set forth on the Closing Date Statement that Sellers believe should be made (an “Objection Notice”). The deadline for an Objection Notice shall be extended in the case of any undue delay by Buyer in providing Sellers access to the books and any such objections are not resolved by Seller 1 records, personnel, and Buyer within 45 days after Seller 1’s delivery to Buyer Representatives of Seller 1’s objection statement the Companies pursuant to Section 1.5(c)2.4(d) for each day that the Buyer delays in providing Sellers such access. Any amount, Buyer and Seller 1 shall promptly determination or calculation (1or any component thereof) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant contained in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Date Statement and to determine the basis of any unresolved objection by Buyer described not specifically disputed in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement a timely delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution Objection Notice shall be final, conclusive and binding upon on the Parties and each Party agrees that it will Parties. If Sellers do not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes timely deliver an Objection Notice with respect to the Closing Date Statement within such thirty (30) calendar day period, the Closing Date Statement will be final, conclusive and binding on the Parties. If an Objection Notice is timely delivered within such thirty (30) calendar day period, Buyer and Sellers shall negotiate in good faith to resolve each dispute raised therein (each, a “Disputed Item”) and any written resolution by them as to any such Disputed Item shall be final, conclusive and binding. If Buyer and Sellers, notwithstanding such good faith efforts, fail to resolve any Disputed Item within thirty (30) calendar days after Sellers timely deliver an Objection Notice, then Buyer and Sellers shall jointly engage the Referral Firm to resolve only any remaining Disputed Items as soon as practicable thereafter (but in any event, within thirty (30) calendar days after engagement of the Referral Firm or such longer period as the Referral Firm may reasonably require), which resolution must be in writing and set forth in reasonable detail the basis therefor. All Disputed Items that are resolved between the Parties in writing or are determined by the Referral Firm will be final, conclusive and binding on the Parties, absent manifest error. Upon the agreement of the Parties with respect to all Disputed Items, the decision of the Referral Firm with respect to all Disputed Items or Sellers’ failure to deliver an Objection Notice to Buyer within the thirty (30) calendar day period as provided in Section 2.4(d), the Closing Date Statement, as it may be adjusted (the “Final Closing Date Statement”), shall be final, conclusive and binding against the Parties. The statements of Cash, Indebtedness, Working Capital, Working Capital Overage (if any), Working Capital Underage (if any) and Unpaid Sellers Transaction Expenses set forth in the Final Closing Date Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the “Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Cash,” “Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Indebtedness,” “Final Working Capital,” “Final Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Overage,” “Final Working Capital Underage” and the Actual Net Working Capital“Final Unpaid Sellers Transaction Expenses,” respectively, for all purposes hereunder.

Purchase Price Adjustment. The Estimated Purchase Price was established by an appraisal performed by Xxxxxx Xxxxxxxx, the scope of which was mutually agreed upon by the Parties, and subsequently updated to reflect the Adjusted impact of the Sound Transit Conveyances. In the event Closing does not occur by July 6, 2023, the appraisal shall be updated using the same appraiser to establish a new Purchase Price. A new Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate established every six 2.4.1 In the Estimated Purchase Price. (b) Within 60 days after the Closing Date, Buyer shall prepare and deliver the Closing Statement to Seller 1. The Closing Statement shall be prepared on a basis consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and event any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(cupdated appraisal determines that the Purchase Price would exceed two million five hundred eighty-six thousand ($2,586,000.00), Buyer and may challenge such appraisal by notice to Seller 1 shall promptly within thirty (130) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution days of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope receipt of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreementupdated Xxxxxx Xxxxxxxx’ appraisal by Xxxxx. Buyer Such notice shall deliver promptly to include an appraisal of the Neutral Accountant the work papers used Property by a Qualified Appraiser (as defined below) retained by Buyer to prepare (“Buyer’s Appraiser”). Thereafter, Xxxxxx Xxxxxxxx and Xxxxx’s Appraiser shall select another Qualified Appraiser (the Closing Statement and to “Qualified Arbitrator”) which shall determine the basis appraised value of any unresolved objection the Property based upon the appraisals prepared by Buyer described in the preceding sentenceXxxxxx Xxxxxxxx and Xxxxx’s Appraiser, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall which appraised value must be within the range for such unresolved objection defined established by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) Xxxxxx Xxxxxxxx and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral AccountantXxxxx’s resolution of such unresolved objectionsAppraiser. The resolution by Qualified Arbitrator shall report its appraisal in writing simultaneously to both parties within thirty (30) days after such Qualified Arbitrator is retained. “Qualified Appraiser” shall mean a MAI appraiser retained with at least ten (10) years’ experience in valuing commercial real estate in the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwiseSeattle metropolitan area. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 parties shall share equally in the expenses and fees and expenses of the Neutral Accountant Qualified Arbitrator. The Closing shall be adjourned for its services under the period required to complete the appraisal process required by this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital2.4.1.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase PricePost-Closing Adjustment. (bi) Not later than thirty (30) days after the Closing Date, a physical count of the Inventory (the “Inventory Count”) will be taken by the employees of Buyer in accordance with GAAP and, to the extent not inconsistent therewith, the past practices of Seller as of the date of such Inventory Count, subject to the supervision of Seller and its accountants, and a statement setting forth the Inventory Count will be prepared in writing by Buyer (the “Inventory Statement”). The Inventory Count, as set forth in the Inventory Statement is hereby deemed final, conclusive and binding, absent manifest error. Not later than forty-five (45) days after the Closing Date, a roll-back (the “Roll-Back”) of the Inventory Count (the “Roll Back Inventory”) to the Effective Time will be performed by employees of Buyer. The Roll-Back will be performed in accordance with GAAP. (ii) Within 60 sixty (60) days after the Closing Date, Buyer shall prepare and deliver the Closing Statement to Seller 1. The Closing Statement shall be prepared on a basis consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (ca) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (Aits calculation of Closing Working Capital, which statement shall be substantially in the form of Section 2.06(a)(ii) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to Disclosure Schedules (the Neutral Accountant the work papers used by Buyer to prepare the “Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(cWorking Capital Statement”) and (zb) the Neutral Accountant shall issue, within 60 days a certificate of its engagement, a ruling an officer of Buyer stating that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Working Capital Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in preparing the Reviewed Financial Statements for the most recent fiscal year end, subject to the modifications and limitations set forth on Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses 2.06(a)(ii) of the Neutral Accountant for its services under this Section 1.5(d). Disclosure Schedules. (eiii) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 The “Post-Closing Adjustment” shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, be an amount equal to the difference of Closing Working Capital minus One Million Seven Hundred Seventy Three Thousand Dollars (A$1,773,000.00) (the Estimated Purchase Price minus (B) the Adjusted Purchase Price“Target Working Capital”). If the Adjusted Purchase Price Post-Closing Adjustment is greater than the Estimated Purchase Pricea positive number, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, then Seller shall (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI Stockholder shall not apply cause Seller to) pay to any such dispute in respect of Buyer an amount equal to the determination of Estimated Net Working Capital and the Actual Net Working CapitalPost-Closing Adjustment.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two No later than three (3) Business Days before prior to the ClosingClosing Date, Seller 1 will the Company shall prepare and deliver to Buyer the Purchaser a statement written estimate, dated the date of its delivery, setting forth a good faith estimate by the Company of (i) the Net Working Capital of the Group Companies and the Blocker Companies as of the close of business on the Closing Date, calculated without giving effect to the Transaction (the “Estimated Net Working Capital”), (ii) the Group Companies’ and the Blocker Companies’ Indebtedness (including, but not limited to, the Blocker Company Indebtedness) as of immediately prior to the Closing (the “Estimated Indebtedness”), (iii) the Group Companies’ and the Blocker Companies’ Cash and Cash Equivalents as of the close of business on the Closing Date (the “Estimated Cash and Cash Equivalents”), (iv) the Group Companies’ and the Blocker Companies’ Transaction Expenses as of immediately prior to the Closing (the “Estimated Transaction Expenses”) and (v) an updated Waterfall Spreadsheet that sets forth the amount payable at the Closing to each Seller, such amounts to reflect any adjustment to the Gross Purchase Price pursuant to this Section 2.3(a), all in reasonable detail prepared in accordance with the Accounting Principles and, with respect to the calculation of the Net Working Capital, in a manner consistent with the illustration set forth in Exhibit A. For the sake of clarity, any item that is accounted for in one of the foregoing clauses (i) through (iv) shall not be accounted for in any other clause (i) through (iv). Exhibit A sets forth, for illustrative purposes only, the calculation of Net Working Capital as if the Closing occurred as of November 1, 2013 (using data as of the close of business on October 31, 2013). For purposes of calculating Net Working Capital, (A) whether or not the date as of which Net Working Capital is required to be calculated hereunder coincides with a fiscal quarter-end of the Group Companies or the Blocker Companies, Net Working Capital shall be calculated using customary fiscal quarter-end close procedures for the preparation thereof, including procedures with respect to accruals and adjustments, and (B) the results of the physical inventory of the Group Companies described in Section 7.17 shall have been reflected in the Company’s inventory as of the date of such physical inventory. The Purchaser shall be entitled to review, comment on and request reasonable changes to the estimate of the Estimated Net Working Capital, Estimated Cash and Cash Equivalents, Estimated Indebtedness and Estimated Transaction Expenses, and Company shall cooperate with the Purchaser in connection therewith and consider the Purchaser’s proposed changes to the estimated statements in good faith. The If the Estimated Net Working Capital will is less than the Target Net Working Capital Amount, then the Gross Purchase Price payable on the Closing Date shall be used to calculate reduced by the amount of such deficiency. If the Estimated Net Working Capital is greater than the Target Net Working Capital Amount, then the Gross Purchase PricePrice payable on the Closing Date shall be increased by the amount of such difference. Any increase or decrease to the Gross Purchase Price pursuant to this Section 2.3(a) shall be referred to herein as the “Estimated Closing Net Working Capital Adjustment Amount”. (b) Within 60 As promptly as practicable, but no later than seventy-five (75) calendar days after the Closing Date, Buyer the Purchaser shall prepare cause to be prepared and deliver delivered to the Sellers’ Representative a closing statement certified by the Chief Financial Officer of the Purchaser (the “Closing Statement”) setting forth the Purchaser’s calculation of (i) the Net Working Capital of the Group Companies and the Blocker Companies as of the close of business on the Closing Statement Date, calculated without giving effect to Seller 1. The the Transaction (“Closing Statement shall be Net Working Capital”), (ii) the Group Companies’ and the Blocker Companies’ Indebtedness (including, but not limited to, the Blocker Company Indebtedness) as of immediately prior to the Closing (the “Closing Indebtedness”), (iii) the Group Companies’ and the Blocker Companies’ Cash and Cash Equivalents as of the close of business on the Closing Date (the “Closing Cash and Cash Equivalents”) and (iv) the Group Companies’ and the Blocker Companies’ Transaction Expenses as of immediately prior to the Closing (the “Closing Transaction Expenses” and, together with the Closing Net Working Capital, the Closing Indebtedness and the Closing Cash and Cash Equivalents, the “Closing Adjustments”), all in reasonable detail prepared on in accordance with the Accounting Principles and, with respect to the calculation of the Net Working Capital, in a basis manner consistent with the accounting principles, practices, policies and methods expressly illustration set forth on Schedule 1.5 andin Exhibit A. For the sake of clarity, to any item that is accounted for in one of the extent foregoing Closing Adjustments shall not specifically detailed on Schedule 1.5be accounted for in any other Closing Adjustment, and the accounting principles, practices, policies and procedures required or permitted by GAAP and applied results of the physical inventory of the Group Companies described in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request Section 7.17 shall be updated as of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statementin accordance with the Group Companies’ past practices to account for any change in the Group Companies’ inventory between the date of such physical inventory and the Closing Date. (c) Seller 1 shall deliver to BuyerIf the Sellers’ Representative disagrees with the Purchaser’s calculation of any or all of the Closing Adjustments set forth in the Closing Statement, the Sellers’ Representative may, within 45 forty-five (45) calendar days after Buyerthe Sellers’ Representative’s delivery receipt of thethe Closing Statement, deliver a notice executed by the Sellers’ Representative to the Purchaser disagreeing with such calculation and setting forth the Sellers’ Representative’s calculation of such amount. During such forty-five (45) day period, the Purchaser and the Company shall on a timely basis provide to the Sellers’ Representative and its authorized representatives, upon reasonable notice, reasonable access to all records (and financial staff of the Purchaser and the Company who were involved in the preparation of the Closing Statement) and the Company’s outside accountants and their work papers and other documents used in preparing the Closing Statement. If the Sellers’ Representative fails to object in writing to the calculation of all or any portion of the Closing Adjustments within such forty-five (45) calendar day period, the Sellers’ Representative will be deemed conclusively to have agreed to all or such portion of that calculation and that calculation or portion thereof shall be final and binding upon the Purchaser and the Sellers. (d) If Seller 1 objects a notice of disagreement is delivered pursuant to Section 2.3(c), the Sellers’ Representative and the Purchaser shall, during the thirty (30) calendar days following such delivery (or such longer period as they may mutually agree), use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Closing Adjustments. During such thirty (30) day period, the Purchaser and the Company shall on a timely basis provide to the Sellers’ Representative and its authorized representatives, upon reasonable notice, reasonable access to all records (and financial staff of the Purchaser and the Company who were involved in the preparation of the Closing Statement) and the Company’s outside accountants and their work papers and other documents used in preparing the Closing Statement. If, after such thirty (30) day period, the Sellers’ Representative and the Purchaser are unable to reach an agreement, the Sellers’ Representative or the Purchaser may request that the dispute be resolved by Xxxxx Xxxxxxxx LLP (the “Accounting Referee”) or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm (other than Deloitte Touche Tohmatsu Limited, KPMG International Cooperative, PricewaterhouseCoopers LLP, Ernst & Young Americas LLC or any of their Affiliates) as shall be agreed upon in writing by the Sellers’ Representative and the Purchaser or, if no such agreement can be reached, the Sellers’ Representative and the Purchaser shall, within ten (10) days thereof, each select a candidate that satisfies the foregoing criteria and the two candidates shall promptly select a third candidate that satisfies the foregoing criteria who shall be appointed as Accounting Referee in lieu of Xxxxx Xxxxxxxx LLP, in which case each such party shall submit materials in support of their position to the Accounting Referee who shall review this Agreement and the disputed items or amounts for the purpose of resolving the disputed Closing Adjustments. The Accounting Referee shall deliver to the Sellers’ Representative and the Purchaser, as promptly as practicable (but in any case no later than thirty (30) calendar days from the date of engagement of the Accounting Referee), a report setting forth its calculation of the final amount of each of the Closing Adjustments which shall not be less or more (as applicable) than the amount of each Closing Adjustment shown in the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1nor less or more (as applicable) than the amount thereof shown in the Sellers’ Representative’s delivery to Buyer of Seller 1’s objection statement calculation delivered pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c2.3(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by matters which the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer Sellers’ Representative disputed in its Closing Statement calculation delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections2.3(c). The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution Such report shall be final, conclusive final and binding upon the Parties Sellers and the Purchaser. The fees and costs of the Accounting Referee shall be payable (i) by the Sellers (in proportion to their respective Pro Rata Percentage), on the one hand and (ii) by the Purchaser, on the other hand, on the basis, for each Party agrees that it will such party, of the percentage which the portion of the contested amount not make any claim with regard awarded to each party bears to the Neutral Accountant’s decision or ask for a review amount actually contested by any Governmental Entity or otherwise. The procedures set forth such party (as specified in this Section 1.5(d) for resolving disputes with respect the supporting materials that each of the Purchaser and Sellers’ Representative furnished to the Accounting Referee), as determined by the Accounting Referee. (e) The Sellers’ Representative, the Purchaser, the Group Companies and the Blocker Companies shall, and shall cause their respective representatives to, cooperate and assist in the preparation of the Closing Statement shall be Statement, the sole calculation of the Closing Adjustments and exclusive method for resolving any such disputesin the conduct of the review referred to in Section 2.3(d), except that this Section 1.5(dincluding, without limitation, making available as necessary relevant books, records, work papers and personnel. (f) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s Upon determination of the Net Closing Statement Adjustment Amount: (A) if the amount of the Net Closing Adjustment Amount is a positive number, the Gross Purchase Price shall be increased by the absolute value of the Net Closing Adjustment Amount, and the Adjusted Purchaser shall pay such amount to the Sellers in the manner provided in Section 2.3(g); or (B) if the Net Closing Adjustment Amount is a negative number, the Gross Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally be decreased by the fees and expenses absolute value of the Neutral Accountant for its services under this Net Closing Adjustment Amount, and such amount shall be paid to the Purchaser, to the extent available, from the Escrow Amount, in the manner provided in Section 1.5(d2.3(g). . (eg) If Any payment pursuant to Section 2.3(f) shall be made within five (5) Business Days after the Adjusted Purchase Price is less than Net Closing Adjustment Amount has been determined: (i) In the Estimated Purchase Pricecase of any payment due from the Purchaser to the Sellers pursuant to Section 2.3(f), then Seller 1 to the extent that the Purchaser has insufficient funds, Post shall fund the Purchaser with a cash payment equal to such amount, which the Purchaser shall thereafter pay to Buyer, the Sellers by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal funds to the difference of (Aaccount(s) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to designated in writing by each Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(ethe Waterfall Spreadsheet. (ii) shall be In the sole and exclusive remedy case of any payment due from the Parties for disputes regarding Sellers to the Estimated Net Working Capital Purchaser, the Sellers’ Representative and the Actual Net Working Capital, and Article VI Purchaser shall not apply jointly instruct the Escrow Agent to any such dispute in respect of release the determination of Estimated Net Working Capital and payment due to the Actual Net Working CapitalPurchaser from the Escrow Amount.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Unless otherwise agreed to by the Sellers Representative and the Buyer, on the second Business Days before Day prior to the ClosingClosing Date, Seller 1 will the Sellers Representative shall prepare (in consultation and cooperation with the Buyer) and deliver to the Buyer a statement calculating certificate executed by the chief financial officer of the Company setting forth the good faith estimate of (i) Cash as of the Effective Time (such estimate, the “Estimated Net Working Capital. The Cash”), (ii) the Company Debt as of the Effective Time (such estimate, the “Estimated Company Debt”), (iii) the unpaid portion of the Selling Expenses (the “Estimated Selling Expenses”) and (iv) the Net Working Capital as of the Effective Time prepared in accordance with the principles set forth on Schedule 2.3(a) (such estimate, the “Estimated Working Capital”), which estimate shall, upon the Buyer’s written request, be supported by working papers and other reasonable supporting documents setting forth such estimate; provided, however, in the event there is disagreement between the Sellers Representative and the Buyer with respect to any of such estimates that cannot be resolved between the parties prior to the Closing (it being understood that in no event shall the Closing be delayed as a result of any such disagreement), the Sellers Representative’s estimate shall be used for purposes of determining the calculation of the Purchase Price payable at the Closing. If the Estimated Working Capital is less than the Target Working Capital, the Initial Purchase Price will be used reduced by the amount of such shortfall (the “Working Capital Underage”), subject to calculate further adjustment as provided in this Section 2.3. If the Estimated Working Capital is greater than the Target Working Capital, the Initial Purchase PricePrice will be increased by the amount of such excess (the “Working Capital Overage”), subject to further adjustment as provided in this Section 2.3. (b) Within 60 days after the Closing Date, the Buyer shall prepare and deliver the Closing Statement cause to Seller 1. The Closing Statement shall be prepared on and delivered to the Sellers Representative a basis consistent statement (the “Closing Statement”), setting forth the Buyer’s calculation of: (i) the Net Working Capital as of the Effective Time, prepared in accordance with the accounting principles, practices, policies and methods expressly principles of preparation set forth on Schedule 1.5 and2.3(a) (the “Closing Working Capital”), to (ii) the extent not specifically detailed on Schedule 1.5Company Debt as of the Effective Time (the “Closing Company Debt”), (iii) the accounting principlesunpaid portion of Selling Expenses as of the Effective Time (the “Closing Selling Expenses”), practicesand (iv) Cash as of the Effective Time, policies and procedures required or permitted by GAAP and applied prepared in preparing accordance with the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers methodology used by Buyer to prepare the Estimated Cash (the “Closing StatementCash”), which calculation shall be accompanied by working papers and other reasonable supporting documents setting forth such calculation. (c) Seller 1 Within 30 days following receipt by the Sellers Representative of the Closing Statement, the Sellers Representative shall deliver written notice to Buyer, within 45 days after Buyer’s delivery the Buyer of the (d) any dispute it has with respect to the preparation or content of the Closing Statement. If Seller 1 objects the Sellers Representative does not notify the Buyer in writing of a dispute with respect to the Closing Statement and any within such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 30-day period (which notification shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified state in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentenceSellers Representative’s objection), and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall will be final, conclusive and binding upon on the Parties and each Party agrees that it will parties. To the extent not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes such a notification of dispute, the Sellers Representative shall be deemed to have agreed with Buyer’s calculation of all other items and amounts contained in the Closing Statement. In the event of such notification of a dispute, the Buyer and the Sellers Representative shall negotiate in good faith to resolve such dispute. If the Buyer and the Sellers Representative, notwithstanding such good faith effort, fail to resolve such dispute within 30 days after the Sellers Representative advises the Buyer of its objections, then the Buyer and the Sellers Representative shall jointly enter into an engagement letter with the Arbitration Firm to resolve such dispute. Such engagement letter shall provide that the Arbitration Firm shall consider only those items and amounts in dispute. As promptly as practicable thereafter, the Buyer and the Sellers Representative shall each prepare and submit a presentation to the Arbitration Firm and shall furnish or cause to be furnished to the Arbitration Firm such work papers and other documents and information relating to the items and amounts in dispute as the Arbitration Firm may reasonably request and as are available to that party or its advisors and agents. As soon as practicable thereafter, the Buyer and the Sellers Representative will cause the Arbitration Firm to choose one of the parties’ positions with respect to each of Closing Working Capital, Closing Company Debt, Closing Selling Expenses and Closing Cash, as applicable, based solely upon the presentations by the Buyer and the Sellers Representative. The party whose position is not accepted by the Arbitration Firm with respect to Closing Statement Working Capital shall be the sole and exclusive method responsible for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination all of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under Arbitration Firm. All determinations made by the Arbitration Firm will be final, conclusive and binding on all parties to this Section 1.5(d). Agreement. (ed) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Within two Business Days after the date on which the Final Closing Statement is Working Capital, Closing Company Debt, Closing Selling Expenses and Closing Cash are finally determined pursuant to this Section 1.52.3(c), if the amount of the Purchase Price as would have been determined pursuant to Section 2.2(a) had (i) the Closing Working Capital (as finally determined pursuant to Section 2.3(c)) been substituted for the Estimated Working Capital for purposes of Section 2.3(a), and (ii) Closing Company Debt, Closing Selling Expenses and Closing Cash (each as finally determined pursuant to Section 2.3(c)) been substituted for the Estimated Company Debt, Estimated Selling Expenses and Estimated Cash, respectively, as of the Closing, is different from the Purchase Price that was paid on the Closing Date, then: (i) If such substitutions would have resulted in a Purchase Price that is less than the Purchase Price that was paid on the Closing Date, then the Buyer and the Sellers Representative shall deliver a joint written instruction to the Escrow Agent (an “Adjustment Notice”) instructing the Escrow Agent to release an amount of cash equal to such shortfall from the difference of (A) Adjustment Escrow Amount to the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1Buyer, by bank wire transfer of immediately available fundsfunds to an account designated in writing by the Buyer to the Sellers Representative and the Escrow Agent, within three five Business Days from the date on which the Closing Working Capital, Closing Company Debt, Closing Selling Expenses and Closing Cash are finally determined pursuant to Section 2.3(c). If such shortfall is less than the Adjustment Escrow Amount, the Adjustment Notice shall instruct the Escrow Agent to release the remainder of the Adjustment Escrow Amount to the Sellers Representative for further distribution to the Stockholders and to the Company for further distribution to the Optionholders, in each case, in their respective Seller Pro Rata Portions. With respect to the Optionholders, such amounts shall be paid by the Escrow Agent to the Company and the Company shall, in turn, pay or cause the Subsidiary to pay such amounts to the Optionholders as promptly thereafter as practicable by the methods and within the time periods set forth in Section 2.2(b)(ii) (provided that the date on which the Company receives such amounts from the Escrow Agent pursuant this Section 2.3(d) shall be substituted for the Closing Date as appropriate and four (4) Business Days shall be substituted for the references to two (2) Business Days therein). If such shortfall exceeds the Adjustment Escrow Amount, the Adjustment Notice shall instruct the Escrow Agent to release to the Buyer such excess from the Indemnity Escrow Amount. In no event will an adjustment to the Purchase Price pursuant to this Section 2.3(d) exceed the sum of the Adjustment Escrow Amount and the Indemnity Escrow Amount then available for distribution under the terms of the Escrow Agreement. (ii) If such substitutions would have resulted in a Purchase Price that is greater than the Purchase Price that was paid on the Closing Date, then Buyer shall pay, or cause to be paid, to the Sellers Representative for further distribution to the Stockholders and to the Company for further distribution to the Optionholders, in each case, in accordance with their respective proportions set forth on Schedule 2.3(d) (the “Seller Pro Rata Portions”), an amount in cash equal to such excess. With respect to the Stockholders, such amounts shall be paid by the Buyer within five Business Days from the date on which the Closing Working Capital, Closing Company Debt, Closing Selling Expenses and Closing Cash are finally determined pursuant to Section 2.3(c) by bank wire transfer of immediately available funds to the account designated in writing by the Sellers Representative to the Buyer. With respect to the Optionholders, such amounts shall be paid by the Buyer to the Company within five Business Days from the date on which the Closing Working Capital, Closing Company Debt, Closing Selling Expenses and Closing Cash are finally determined pursuant to Section 2.3(c), and the Company shall, in turn, pay or cause the Subsidiary to pay such amounts to the Optionholders as promptly thereafter as practicable by the methods and within the time periods set forth in Section 2.2(b)(ii) (provided that the date on which the Company receives such amounts from the Buyer pursuant this Section 2.3(d) shall be substituted for the Closing Date as appropriate and four (4) Business Days shall be substituted for the references to two (2) Business Days therein). Within five Business Days from the date on which the Closing Working Capital, Closing Company Debt, Closing Selling Expenses and Closing Cash are finally determined pursuant to Section 2.3(c), the Buyer and Sellers Representative shall deliver an Adjustment Notice to the Escrow Agent to release the Adjustment Escrow Amount to the Sellers Representative for further distribution to the Stockholders and to the Company for further distribution to the Optionholders, in each case, accordance with their respective Seller Pro Rata Portions. With respect to the Optionholders, such amounts shall be paid by the Escrow Agent to the Company and the Company shall, in turn, pay or cause the Subsidiary to pay such amounts to the Optionholders as promptly thereafter as practicable by the methods and within the time periods set forth in Section 2.2(b)(ii) (provided that the date on which the Company receives such amounts from the Escrow Agent pursuant to this Section 2.3(d) shall be substituted for the Closing Date, as appropriate and four (4) Business Days shall be substituted for the references to two (2) Business Days therein). (e) Within two Business Days after the date on which the Final Closing Statement is Working Capital, Closing Company Debt, Closing Selling Expenses and Closing Cash are finally determined pursuant to this Section 1.52.3(c), an if the amount of the Purchase Price as would have been determined pursuant to Section 2.2(a) had (i) the Closing Working Capital (as finally determined pursuant to Section 2.3(c)) been substituted for the Estimated Working Capital for purposes of Section 2.3(a), and (ii) Closing Company Debt, Closing Selling Expenses and Closing Cash (each as finally determined pursuant to Section 2.3(c)) been substituted for the Estimated Company Debt, Estimated Selling Expenses and Estimated Cash, respectively, as of the Closing, is equal to the difference of (A) the Adjusted Purchase Price minus (B) that was paid on the Estimated Purchase Price. Payment Closing Date, the Buyer and Sellers Representative shall deliver an Adjustment Notice to the Escrow Agent to release the Adjustment Escrow Amount to the Sellers Representative for further distribution to the Stockholders and to the Company for further distribution to the Optionholders, in each case, accordance with their respective Seller Pro Rata Portions. With respect to the Optionholders, such amounts shall be paid by Escrow Agent to the Company and the Company shall, in turn, pay or cause the Subsidiary to pay such amounts to the Optionholders as promptly thereafter as practicable by the methods and within the time periods set forth in Section 2.2(b)(ii) (provided that the date on which the Company receives such amounts from the Escrow Agent pursuant to this Section 1.5(e2.3(e) shall be substituted for the sole Closing Date, as appropriate and exclusive remedy four (4) Business Days shall be substituted for the references to two (2) Business Days therein). (f) For purposes of complying with the terms set forth in this Section 2.3, each party shall cooperate with and make available to the other party and its representatives, during normal business hours and upon reasonable notice, all financial information, records, data and working papers and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Parties for disputes regarding the Estimated Net Working Capital Closing Statement and the Actual Net Working Capitalresolution of any disputes under the Closing Statement. (g) Any amounts payable to Optionholders pursuant to this Agreement shall be paid to the Company, and Article VI shall not apply which shall, in turn, pay or cause the Subsidiary to pay such amounts less any such dispute in respect of applicable Taxes required to be withheld to the determination of Estimated Net Working Capital and the Actual Net Working CapitalOptionholders.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before The Parties agree that the ClosingPurchase 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, Seller 1 will deliver minus the sum of the total consolidated current accounts payable of the Companies, for the trailing twelve month period prior to Buyer a statement the Closing Date (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 the Estimated Net Working Capital. The Estimated Net 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 used to calculate the Estimated Purchase Price. (b) Within 60 days available until after the Closing Date, the 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 attach hereto as Schedule 1.4(a) (A) the Working Capital methodologies, principles and procedures (the “Working Capital Methodologies”), (B) establish a calculation of 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 (12) 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 calculation of the 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 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 the Closing Statement Date (the “Closing Working Capital”), and Bxxxx’s calculation of the Purchase Price adjustment based on the difference between the Closing Working Capital and the 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 Seller 1be the Closing Working Capital, unless Buyer notifies the Shareholders’ Representative, in writing, prior to the Working Capital 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 Statement Working Capital shall be prepared on a basis consistent calculated using the Working Capital Methodologies. Simultaneously with the accounting principlesdelivery of the Purchase Price Adjustment Certificate, practicesBuyer shall provide to the Shareholders’ Representative all work papers and other information reasonably required by the Shareholders’ Representative to evaluate such calculations, policies and methods expressly 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 Closing Working Capital calculation shall be deemed accepted; (iii) If the Shareholders’ Representative delivers written notice to Buyer within thirty (30) days 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 “Independent Accountants”) for resolution of the dispute, which Independent Accountants shall have not represented or been engaged by Bxxxx or the Shareholders 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 1.5 and, 1.4(a); (ii) each Party shall furnish or cause to be furnished to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the Independent Accountants such work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects and other documents and information relating to the Closing Statement 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 such objections are not resolved material relating to the disputed issues and to discuss the issues with the Independent Accountants; (iii) the determination by Seller 1 the Independent Accountants, as set forth in a notice to be delivered by the Independent Accountants to the Shareholders and Buyer within 45 thirty (30) days after Seller 1’s delivery the submission to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope Independent Accountants of the Neutral Accountant’s engagement is specified issues remaining in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentencedispute, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, binding and conclusive on the Parties; and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d(iv) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). Independent Accountants will be 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 Shareholders and Buyer; and (eiv) If Within ten (10) business days after the Adjusted Purchase Price Adjustment is less finally determined: (A) In the event that the Closing Working Capital is greater than the Estimated Purchase PriceTarget Working Capital, then Seller 1 the Buyer shall pay to Buyer, the Shareholders by wire transfer of immediately available funds, within three Business Days after funds to accounts designated by the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to Shareholders’ Representative the difference of (A) between the Estimated Purchase Price minus Closing Working Capital and the Target Working Capital; (B) In the Adjusted Purchase Price. If event that the Adjusted Closing Working Capital is less than the Target Working Capital, the Shareholders’ Representative and the Buyer shall deliver to the Closing 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 Estimated Purchase PriceIndemnification Escrow, then Buyer the Shareholders shall pay to Seller 1, the Buyer the difference between the Purchase Price Deficiency and the Indemnification Escrow by wire transfer of immediately available fundsfunds to an account designated by the Buyer; and (C) The Purchase Price Allocation shall be adjusted based on the Purchase Price Adjustment using the same methodologies, within three Business Days after principles and procedures as used to determine the date on which the Final Closing Statement is finally determined pursuant to Purchase Price Allocation. (b) The provisions of this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) 1.4 shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capitalsurvive Closing.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. (b) Within 60 five days after the Closing Date, Buyer Seller shall prepare and deliver to Purchaser the Closing Statement of Adjustments, which shall set forth the Current Assets, the Capital Expenditure Amount and the Current Liabilities, including all adjustments as required in a year-end closing of the books, together with Seller's good faith determination of the Purchase Price Adjustment. (b) During the 30 days after Seller delivers the Statement of Adjustments, Seller shall permit Purchaser full access to Seller's and, with respect to the Business, Ball's books and records, as well as their respective working papers and the working papers of their respective accountants or other representatives, relating to the Statement of Adjustments for the purpose of determining whether the Current Assets and the Current Liabilities are properly and correctly reflected on the Statement of Adjustments. Unless Purchaser earlier provides written notice to Seller 1specifying in reasonable detail error(s) in the Statement of Adjustments or an item or items reflected therein that Seller has not treated properly or correctly (a "Notice of Disagreement"), ---------------------- 30 days after Seller delivers the Statement of Adjustments, the Statement of Adjustments shall become final and binding. The Closing If a Notice of Disagreement is received by Seller in compliance with the foregoing, then the Statement of Adjustments and the determination of the Purchase Price Adjustment (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earliest of (x) the date the parties hereto resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm (as defined below). During the 30 days following delivery of a Notice of Disagreement, Purchaser and Seller shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period, Seller shall be prepared on a basis consistent with the accounting principles, practices, policies permitted to review Purchaser's books and methods expressly set forth on Schedule 1.5 and, records and working papers relating to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial StatementsNotice of Disagreement. At the request end of such 30-day period, Purchaser and Seller 1shall submit to a mutually satisfactory independent accounting firm (the "Accounting Firm") for review and resolution of --------------- all matters which remain in dispute which were included in the Notice of Disagreement, Buyer and the Accounting Firm shall deliver make a final determination of the Statement of Adjustments and the Purchase Price Adjustment in accordance with the guidelines and procedures set forth in this Agreement. If Purchaser and Seller are unable to mutually agree on an Accounting Firm, Purchaser and Seller 1 or shall select a "big-six" Accounting Firm by lot (after excluding one big-six accounting firm selected by each of Purchaser and Seller). The Statement of Adjustments and the Purchase Price Adjustment as determined in accordance with this Section 2.6 shall become final and binding on the parties on the date the Accounting Firm delivers its advisors final resolution in writing to the work papers used parties (which final resolution shall be delivered not more than 45 days following submission of such disputed matters). The fees and expenses of the Accounting Firm shall be shared equally by Buyer to prepare the Closing StatementPurchaser and Seller. (c) For purposes of preparing the Statement of Adjustments and determining the Purchase Price Adjustment, Purchaser and Seller 1 shall deliver to Buyerjointly take a physical count of all the Inventory as of 12:01 a.m. on the Closing Date, within 45 days after Buyer’s delivery of theconducted and valued in accordance with Seller's past practices and procedures. (d) If Seller 1 objects to Within one business day after the Closing Statement of Adjustments becomes final and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer binding on the parties, (i) if the sum of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and Current Assets plus the resolution of such objections and (B) those objections that remain unresolved and (2) engage ---- Capital Expenditure Amount exceeds the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope sum of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentenceCurrent Liabilities plus $11.0 ---- million, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 Purchaser shall pay to Buyer, Seller by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, funds an amount equal to the difference difference, and (ii) if the sum of (A) the Estimated Purchase Price minus (B) Current Liabilities plus $11.0 million exceeds the Adjusted Purchase Price. If Current Assets plus the Adjusted Purchase Price is greater than the Estimated Purchase PriceCapital ---- ---- Expenditure Amount, then Buyer Seller shall pay to Seller 1, Purchaser by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, funds an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment difference, which amount, in accordance with this Section 1.5(e) either case, shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital."Purchase Price Adjustment". -------------------------

Purchase Price Adjustment. The (i) Attached as Schedule 2(e) is a statement (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of Working Capital (the “Estimated Working Capital”) as of the Effective Time, which amounts shall be used to determine the calculation of the Purchase Price, Net Purchase Price and the Adjusted Purchase Price shall payments to be determined as follows: (amade pursuant to Section 2(b) At least two Business Days before at the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. (bii) Within 60 As promptly as practicable, but in any event within 75 days after the Closing Date, Buyer will cause to be prepared and delivered to Seller a draft statement (the “Draft Closing Statement”), setting forth Buyer’s determination of Working Capital with the same (or greater) level of detail as set forth in the Estimated Closing Statement. Seller shall cooperate with Buyer and provide whatever information or documentation in Seller’s possession, custody or control and where applicable (if at all) such access to its personnel, during normal business hours and in a manner that does not materially disrupt Seller’s business, in each case that is reasonably requested by Buyer in order to prepare and deliver the Draft Closing Statement or to participate in the dispute resolution process set forth in this Section 2(e). (iii) Buyer shall, and shall cause Target to, provide whatever information or documentation in the possession, custody or control of Buyer and/or Target and such access to their personnel, during normal business hours and in a manner that does not disrupt Buyer’s business, in each case that is reasonably requested by Seller in order to enable Seller to confirm or dispute the accuracy of the information set forth on the Draft Closing Statement following the delivery thereof to Seller 1or to participate in the dispute resolution process set forth in this Section 2(e). If Seller disagrees with the computation of Working Capital reflected on the Draft Closing Statement, then Seller may, within 30 days after receipt of the Draft Closing Statement, deliver a written notice (an “Objection Notice”) to Buyer setting forth Seller’s calculation of such items. The Objection Notice shall state in reasonable detail (to the extent then known by Seller) Seller’s disagreement with the information set forth on the Draft Closing Statement and the basis therefor. If an Objection Notice is not delivered within such 30-day time period, then the amount of Working Capital set forth in the Draft Closing Statement shall be prepared on a basis consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties. If an Objection Notice is delivered and it does not object to one or more of the amount of Working Capital, as set forth on the Draft Closing Statement, then the item(s) for which no objection as made (except to the extent otherwise arising out of the items in dispute between the Parties) shall be conclusive and binding upon the Parties. (iv) If an Objection Notice is delivered within such 30-day time period, Buyer and Seller shall, during the 20 Business Days following the receipt by Buyer of such notice, use their reasonable efforts to reach agreement on the disputed items or amounts, but if they do not obtain a final resolution within such 20-day period, then Buyer and Seller will jointly retain Xxxxx Xxxxxxxx LLP (unless another accounting firm is mutually agreed to in writing between Buyer and Seller prior to such time) (the “Accounting Firm”), to resolve any remaining disagreements. Buyer and Seller shall direct the Accounting Firm to render a determination within 30 Business Days of its retention and the Parties and each Party agrees that it will not make any claim their respective employees shall cooperate with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwiseAccounting Firm during its engagement. The procedures Accounting Firm shall consider only those items in dispute. The Accounting Firm’s determination shall (A) be based on the definitions of Working Capital and related terms set forth in this Section 1.5(dAgreement, and (B) for resolving disputes with respect to be conclusive and binding upon the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral AccountantParties. The Accounting Firm’s determination of the matters raised in the applicable Objection Notice cannot be more favorable to Buyer than the related amount reflected in the Draft Closing Statement and nor more favorable to Seller than the Adjusted Purchase Price related amount reflected in a court of competent jurisdiction in accordance with Section 12.11the applicable Objection Notice. Buyer and Seller 1 shall share equally the The fees and expenses of the Neutral Accountant for its services under this Section 1.5(d)Accounting Firm will be allocated between Buyer and Seller, based upon the percentage which the portion of the matters raised in the applicable Objection Notice not awarded to such party bears to the amount actually contested by such party. (e) If For example, if Seller claims that the Adjusted Purchase Price is less appropriate adjustments are, in the aggregate, $1,000 greater than the Estimated Purchase Priceamount determined by Buyer and if the Accounting Firm ultimately resolves such matters by awarding to Seller $300 of the $1,000 contested, then Seller 1 shall pay the fees, costs and expenses of the Accounting Firm will be allocated 30% (i.e., $300 ÷ $1,000) to BuyerBuyer and 70% (i.e., by wire transfer $700 ÷ $1,000) to Seller. (v) The final determination of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined Working Capital pursuant to this Section 1.5, an amount equal 2(e) (the “Working Capital Adjustment”) is not intended to be used to adjust for any breaches of representations and warranties set forth in this Agreement with respect to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase PriceFinancial Statements, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on for which the Final Closing Statement is finally determined pursuant to this indemnification provisions set forth in Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e6(b) shall be the sole and exclusive remedy (except in the case of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working CapitalFraud).

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined subject to adjustment after the Closing Date as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. (b) Within 60 90 days after following the Closing Date, Buyer shall prepare the Purchaser will prepare, or cause to be prepared, and deliver to the Seller an unaudited statement (the “Closing Net Working Capital Statement”), which shall set forth the Purchaser’s good faith calculation of the Net Working Capital as of 11:59 p.m. on the Business Day immediately prior to the Closing Statement to Seller 1Date (“Closing Net Working Capital”). The Closing Net Working Capital Statement shall be prepared on a basis consistent in accordance with the accounting principles, practices, methodologies and policies and methods expressly set forth on Section 1.1(b) of the Seller Disclosure Schedule 1.5 and, in accordance with GAAP. After the Closing Date, at the Purchaser’s request, the Seller shall assist the Purchaser and its representatives in the preparation of the Closing Net Working Capital Statement, shall provide the Purchaser and its representatives with any information reasonably requested by them and shall give them reasonable access, during normal business hours and upon reasonable notice, to the extent not specifically detailed on Schedule 1.5personnel, properties, books and records of the Seller for such purpose. (b) Upon receipt from the Purchaser, the Seller shall have 30 days to review the Closing Net Working Capital Statement (the “Review Period”). If the Seller disagrees with the Purchaser’s computation of Closing Net Working Capital, the Seller may, on or prior to the last day of the Review Period, deliver a notice to the Purchaser (the “Notice of Objection”), which sets forth its objection to the Purchaser’s calculation of Closing Net Working Capital. Any Notice of Objection shall specify those items or amounts with which the Seller disagrees, together with a reasonably detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth the Seller’s calculation of Closing Net Working Capital. The parties hereto acknowledge that (x) the sole purpose of the determination of Closing Net Working Capital is to adjust the Purchase Price so as to reflect the difference between the Closing Net Working Capital and the Net Working Capital Target and (y) the calculation of the Closing Net Working Capital is to be made on a basis consistent with the calculation of the Net Working Capital Target using the same accounting principles, practices, policies methodologies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statementpolicies. (c) Unless the Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery delivers the Notice of the (d) If Seller 1 objects Objection to the Closing Statement and any such objections are not resolved by Purchaser within the Review Period, the Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited deemed to resolving such unresolved objections based solely on have accepted the provisions purchaser’s calculation of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections Net Working Capital and the Closing Net Working Capital Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Priceall parties hereto. If the Adjusted Purchase Price is greater than Seller delivers the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer Notice of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal Objection to the difference of (A) Purchaser within the Adjusted Purchase Price minus (B) Review Period, the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital Purchaser and the Actual Seller shall, during the 30 days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Closing Net Working Capital. If, and Article VI shall not apply to at the end of such period or any such dispute in respect of mutually agreed extension thereof, the determination of Estimated Net Working Capital Purchaser and the Actual Net Working Capital.Seller are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to a nationally recognized independent public accounting firm mutually acceptable to the Purchaser and the Seller (the “Independent

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. (b) Within 60 90 days after the Closing Date, Buyer Pfizer shall prepare and deliver to Purchaser a statement of the Working Capital of the Business as of the Closing Statement to Seller 1Date (the “Working Capital Statement”). The Closing Working Capital Statement shall be unaudited, but shall be prepared using the same standards and procedures as employed in the preparation of the Audited Financial Statements for the fiscal year ended December 31, 2001, and shall state the Working Capital of the Business as of the Closing Date, taking into account any transfers made pursuant to Section 2.4(b) and the settlement of any Liabilities referred to in Section 2.6(e) after the Closing Date, which for the purposes of the Working Capital Statement shall be deemed to have been settled on the Closing Date at the amount settled. The Working Capital Statement shall include a break-down of the working capital for each country and, for each such country, shall include (i) a certification by the local finance director that the working capital amount for such country has been prepared on a basis consistent with that used for the accounting principlesAudited Financial Statements for the fiscal year ended December 31, practices2001 and (ii) a certification by Pfizer that the working capital amount has been prepared on a basis consistent with GAAP. Purchaser shall provide Pfizer with reasonable access to the books, policies records, and methods expressly set forth personnel of the Business necessary for Pfizer to prepare the Working Capital Statement. Pfizer shall provide Purchaser with full and reasonable details regarding the process for preparing the Working Capital Statement, including information regarding inventory cut-off dates and an analysis of inventory by location. Purchaser may, in its discretion, determine which inventory counts, if any, Purchaser wishes to attend and Pfizer shall permit Purchaser to attend any such inventory counts. (b) Purchaser may dispute the amounts reflected on Schedule 1.5 andthe line items of the Working Capital Statement (a “Disputed Item”), but only (i) on the basis that a Disputed Item does not reflect, or has not been made in a manner consistent with, the provisions of this Agreement; and (ii) to the extent not specifically detailed on Schedule 1.5the amount disputed with respect to all such allowable Disputed Items exceed $1,000,000 in the aggregate; provided, however, Purchaser shall notify Pfizer in writing of each Disputed Item, and specify the accounting principlesamount thereof in dispute and the basis therefor, practices, policies and procedures required or permitted within 90 days after receipt of the Working Capital Statement. The failure by GAAP and applied Purchaser to provide a notice of Disputed Items to Pfizer within such 90 day period will constitute Purchaser’s acceptance of all the items in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Working Capital Statement. (c) Seller 1 If a notice of Disputed Items shall deliver be timely delivered pursuant to Buyersubclause (b) above, Pfizer and Purchaser shall, during the 10 Business Days following the date of such delivery (the “Resolution Period”), negotiate in good faith to resolve the Disputed Items. If, during such Resolution Period the parties are unable to reach agreement, Pfizer and Purchaser shall refer all unresolved Disputed Items to PricewaterhouseCoopers or any other independent accounting firm as Pfizer and Purchaser shall mutually agree upon (the “Independent Accountant”). The Independent Accountant shall make a determination with respect to each unresolved Disputed Item within 45 30 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement its engagement by Pfizer and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant Purchaser to resolve such unresolved objectionsDisputed Items, including entering into a customary engagement letter which determination shall be made in accordance with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures rules set forth in this Section 1.5(d) for resolving disputes with respect 2.8. The Independent Accountant shall deliver to Pfizer and Purchaser, within such 30 day period, a report setting forth its adjustments, if any, to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Working Capital Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11calculations supporting such adjustments. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) Such report shall be final, binding on the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply parties Back to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital.Contents

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two No later than three (3) Business Days before prior to the ClosingClosing Date, Seller 1 will shall cause the Company to deliver to Buyer a written statement calculating (the “Estimated Net Working Capital. The Estimated Net Closing Statement”) setting forth its good faith written estimate, prepared in accordance with GAAP consistent with the Company’s past practices, of Closing Working Capital will be used to calculate the Estimated Purchase Price. (b) Within 60 days after the Closing Date, Buyer shall prepare and deliver the Closing Statement to Seller 1. The Closing Statement shall be prepared determined on a basis consistent with the accounting principles, practices, principles and policies and methods expressly set forth on Schedule 1.5 and, to used in the extent not specifically detailed on Schedule 1.5, preparation of the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At The Estimated Closing Statement shall be accompanied by a certificate executed by a senior financial officer of the request Company to the effect that the Estimated Closing Statement has been prepared in good faith in accordance with this Section 2.3(a). (b) The Purchase Price payable at the Closing shall be preliminarily calculated in accordance with Section 2.2 as if the Company’s estimate of Seller 1Closing Working Capital set forth in the Estimated Closing Statement were the actual amount of Closing Working Capital. The Purchase Price as so estimated is referred to as the “Estimated Purchase Price.” (c) No later than thirty (30) days following the Closing Date, Buyer shall deliver to Seller 1 or its advisors a written statement (the work papers used by Buyer to prepare the “Final Closing Statement. ”) setting forth its good faith calculation, prepared in accordance with GAAP consistent with the Company’s past practices, of (ci) Seller 1 shall deliver to BuyerClosing Working Capital, within 45 days after determined on a basis consistent with the accounting principles and policies used in the preparation of the Financial Statements, and (ii) the Purchase Price calculated in accordance with Section 2.2 as if Buyer’s delivery calculation of theClosing Working Capital set forth in the Final Closing Statement were the actual amount of Closing Working Capital. The Final Closing Statement shall be accompanied by a certificate executed by a senior financial officer of Allied to the effect that the Final Closing Statement has been prepared in good faith in accordance with this Section 2.3(c). (d) If Buyer shall, and shall cause the Company to, reasonably cooperate with Seller 1 objects and provide to Seller such information as Seller may reasonably request, in each case in connection with Seller’s review of the Final Closing Statement, including promptly making available to Seller: (i) a copy of all workpapers, financial information and any other books and records utilized by Buyer in the preparation of the Final Closing Statement, and (ii) all personnel (including accounting personnel) of the Company, Buyer and Buyer’s Affiliates, and all outside advisors, involved in the preparation of the Final Closing Statement. Seller shall notify Buyer in writing no later than thirty (30) days following Seller’s receipt of the Final Closing Statement and from Buyer that either: (x) Seller accepts the Final Closing Statement or (y) Seller disputes an item or items reflected on the Final Closing Statement. The failure by Seller to give Buyer such notice within such period shall be deemed to constitute Seller’s acceptance of the Final Closing Statement. The parties shall use all Commercially Reasonable Efforts to resolve any such objections are dispute, but if such dispute cannot be resolved by Seller 1 and Buyer the parties within 45 thirty (30) days after Seller 1’s delivery gives notice of such dispute, it shall be referred to Gxxxx Xxxxxxxx LLP, unless Buyer and Seller mutually agree upon another nationally recognized independent public accounting firm (the “Selected Accountants”). Buyer hereby represents and warrants that the Selected Accountants do not currently provide substantive services to Buyer, has not provided substantive services to Buyer in the past three (3) years, and shall not be engaged to provide substantive services to Buyer (or, following the Closing, the Company) until the conclusion of Seller 1’s objection statement all matters that may require the services of the Selected Accountants pursuant to this Section 1.5(c2.3 or Section 2.7. Seller hereby represents and warrants that the Selected Accountants do not currently provide substantive services to Seller, has not provided substantive services to Seller in the past three (3) years, and shall not be engaged to provide substantive services to Seller until the conclusion of all matters that may require the services of the Selected Accountants pursuant to this Section 2.3 or Section 2.7. The determination of the Selected Accountants regarding such dispute, which shall be made as expeditiously as reasonably possible, shall be conclusive and binding on each party. In rendering its final determination regarding such dispute, the Selected Accountants shall deliver to each of Buyer and Seller a written statement (the “Selected Accountants Statement”) setting forth its good faith calculation, prepared in accordance with GAAP consistent with the Company’s past practices, of (i) Closing Working Capital, incorporating its final determination regarding such dispute and determined on a basis consistent with the accounting principles and policies used in the preparation of the Financial Statements, and (ii) the Purchase Price calculated in accordance with Section 2.2 incorporating the Selected Accountants’ calculation of Closing Working Capital set forth in the Selected Accountants Closing Statement. One-half of the fees of the Selected Accountants shall be borne by Buyer and one-half shall be borne by Seller. STRICTLY CONFIDENTIAL (e) If the Purchase Price as finally determined pursuant to this Section 2.3 is more than the Estimated Purchase Price (the “Purchase Price Excess”), Buyer and Seller 1 shall promptly (1) jointly prepare promptly, and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and in no event later than two (2) engage Business Days following such final determination, provide the Neutral Accountant Escrow Agent with joint written instructions to resolve such unresolved objections, including entering into a customary engagement letter with deliver to Seller from the Neutral Accountant in which Buyer Post-Closing Adjustment Escrow Account an amount equal to the scope lesser of the Neutral Accountant’s engagement is specified Purchase Price Excess and the aggregate amount remaining in reasonable detail that is consistent with this Agreement. the Buyer shall deliver promptly Post-Closing Adjustment Escrow Account, by wire transfer in immediately available U.S. funds drawn from the Buyer Post-Closing Adjustment Escrow Account, to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentenceAccount. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of If such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase PricePrice Excess due Seller, then Seller 1 Buyer shall concurrently pay to BuyerSeller an amount equal to such difference, by wire transfer of immediately available U.S. funds, within three Business Days after to the date on which Seller Account. (f) If the Final Closing Statement is Purchase Price as finally determined pursuant to this Section 1.52.3 is less than the Estimated Purchase Price (the “Purchase Price Shortfall”), Buyer and Seller shall promptly, and in no event later than two (2) Business Days following such final determination, provide the Escrow Agent with joint written instructions to deliver to Buyer from the Seller Post-Closing Adjustment Escrow Account an amount equal to the difference lesser of (A) the Estimated Purchase Price minus Shortfall and the aggregate amount remaining in the Seller Post-Closing Adjustment Escrow Account, by wire transfer in immediately available U.S. funds drawn from the Seller Post-Closing Adjustment Escrow Account, to the account designated by Buyer (B) the Adjusted Purchase Price“Buyer Account”). If such amount is less than the Adjusted Purchase Price is greater than the Estimated Purchase PriceShortfall due Buyer, then Buyer Seller shall concurrently pay to Seller 1Buyer an amount equal to such difference, by wire transfer of immediately available U.S. funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working CapitalBuyer Account.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 The Principal Member will prepare and deliver to Buyer the Purchaser at Closing a statement calculating of the Working Capital, setting forth the Principal Member’s good faith estimate of the Working Capital as of the close of business as of the Closing (the “Estimated Working Capital”). If the Estimated Net Working Capital exceeds the Target Working Capital, then the Closing Payment shall be increased by the amount of such excess. The In the event that the Estimated Net Working Capital will is less than the Target Working Capital, then the Closing Payment shall be used to calculate reduced by the Estimated Purchase Priceamount of such deficiency. (b) Within 60 forty-five (45) days after the Closing DateClosing, Buyer shall the Purchaser will prepare and deliver to the Principal Member a statement (the “Closing Statement”) of the Working Capital reflected on the Closing Statement to Seller 1. The Balance Sheet, setting forth the Purchaser’s good faith estimate of the Working Capital as of the close of business as of the Closing Statement shall be prepared on a basis consistent and providing reasonable detail with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, respect to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statementvarious components thereof. (c) Seller 1 shall Within 15 days after receipt of the Closing Statement, the Principal Member will deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection Purchaser a written statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those describing its questions or objections (if any) that Buyer to the Closing Statement. If the Principal Member does not raise any questions or objections within such period, the Working Capital as set forth in the Closing Statement will become final and Seller 1 have resolved binding upon all of the Parties. If the Principal Member does raise any such questions or objections, the Purchaser and the resolution of such objections Principal Member and (B) those objections that remain unresolved and (2) engage the Neutral Accountant their respective accountants shall attempt to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope matters (and all non-disputed matters shall be deemed agreed) within 30 days after receipt of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer same by the Purchaser, and if unable to do so, the Purchaser and the Principal Member shall deliver promptly to refer all remaining disputes concerning the Neutral Accountant the work papers used by Buyer to prepare calculations of the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly Deloitte & Touche (or another nationally recognized independent accounting firm reasonably acceptable to the Neutral Accountant Purchaser and the work papers used by Seller 1 to prepare Principal Member) (the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority “Independent Accounting Firm”), which shall be limited instructed to resolving resolve such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, disputes within 60 days of its engagement, a ruling that sets forth (1the referral. The Purchaser and the Principal Member will make available to the Independent Accounting Firm at reasonable times and upon reasonable notice at any time during the pendency of any dispute under this Section 2.3(c) the resolution of each such unresolved objection work papers and (2) back-up materials used in preparing the Closing Statement and the Adjusted Purchase Price, in each case reflecting books and records of the Neutral Accountant’s resolution of such unresolved objectionsCompany. The Purchaser and the Principal Member shall have the right to meet jointly with the Independent Accounting Firm during this period and to present their respective positions. The resolution of disputes by the Neutral Accountant Independent Accounting Firm and its determination of such unresolved objections the Final Working Capital will be (i) determined in accordance with the terms of this Agreement, (ii) set forth in writing and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, (iii) conclusive and binding upon the Parties Parties. The determination of the Final Working Capital by the Independent Accounting Firm will become final and each Party agrees that it binding upon the date of such resolution. (d) The Purchaser will not make any claim with regard available to the Neutral AccountantPrincipal Member and its accountants and other representatives in a reasonable manner, at reasonable times and upon reasonable notice (and copies thereof at the Principal Member’s decision or ask for a sole cost and expense) at any time during (i) the review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination Principal Member of the Closing Statement and (ii) the Adjusted Purchase Price pendency of any dispute under Section 2.3(c) the work papers and back-up materials used in a court preparing the Closing Statement. Until any dispute under Section 2.3(c) is resolved, the Purchaser will keep these materials in its principal business office. (e) The Principal Member and the Purchaser will each pay their own fees and expenses (including any fees and expenses of competent jurisdiction their accountants and other representatives) in accordance connection with Section 12.11the determination of the Working Capital. Buyer and Seller 1 shall share equally Notwithstanding the foregoing, (i) if the Final Working Capital is closer to the amount claimed by the Principal Member to the Independent Accounting Firm, then the Purchaser will pay the fees and expenses of the Neutral Accountant for its services Independent Accounting Firm incurred in connection with the resolution of any disputes arising under this Section 1.5(d2.3, and (ii) if the Final Working Capital is closer to the amount claimed by the Purchaser to the Independent Accounting Firm, then the Principal Member will pay the fees and expenses of the Independent Accounting Firm incurred in connection with the resolution of any disputes arising under this Section 2.3. (f) Following the determination of the Working Capital under this Section 2.3 (the “Final Working Capital”). , the Parties hereby agree that: (ei) If if the Adjusted Purchase Price Final Working Capital is less than the Estimated Purchase PriceWorking Capital, then Seller 1 the Principal Member, within 3 Business Days of such determination, shall pay to Buyer, by wire transfer of the Purchaser an amount equal to such difference in immediately available funds; and (ii) if the Final Working Capital is greater than the Estimated Working Capital, the Purchaser, within three 3 Business Days after the date on which the Final Closing Statement is finally determined pursuant of such determination, shall pay an amount equal to this Section 1.5such difference as follows: first, an amount equal to the difference of (A) Debt Reduction Amount, if any, to the Estimated Purchase Price minus (B) Administrative Agent and thereafter to the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase PriceMembers pro rata in accordance with their respective Company Interests set forth on Schedule 1; provided, then Buyer shall pay however, that if a Member has not executed this Agreement or a Notice and Joinder Agreement on or prior to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which such payment is to be made, the Final Closing Statement is finally determined pursuant Purchaser shall retain such Member’s pro rata amount and only pay such pro rata amount once such Member executes and delivers to this Section 1.5Purchaser a Notice and Joinder Agreement, an amount equal to along with the difference tendering of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capitalits respective Company Interests.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will The Shareholder shall prepare and deliver to Buyer the Purchaser within sixty (60) days after the Closing Date an unaudited balance sheet of the Company as of the opening of business on the Closing Date (the “Closing Balance Sheet”) which shall set forth a statement calculating calculation of Closing Net Working Capital determined from the Estimated Closing Balance Sheet (the “Closing Net Working Capital Calculation”), as well as a calculation of either the Net Working Capital Deficit or the Net Working Capital Excess (the “Adjustment”). The Closing Balance Sheet, the Closing Net Working Capital. The Estimated , the Closing Net Working Capital will Calculation and the Adjustment shall be used prepared and calculated in accordance with the instructions and methodology set forth in Exhibit B to calculate this Agreement. The Purchaser shall cause the Estimated Purchase PriceCompany to provide to the Shareholder full access to any and all records, documents and personnel necessary to the proper preparation of the Closing Balance Sheet and the Closing Net Working Capital Calculation. The Purchaser shall have the right to (i) be present and on-site during the work to be performed by the Shareholder in connection with the preparation of the Closing Balance Sheet, (ii) cooperatively consult with the Shareholder concerning the work for and preparation of the Closing Balance Sheet, and (iii) receive copies of final accounting workpapers prepared by the Shareholder in connection with its analysis of accounts, adjustments and compilation of the Closing Balance Sheet. The Shareholder covenants and agrees that it shall cooperate with the Purchaser with respect to the foregoing. (b) Within 60 days after On or prior to the fifteenth (15th) day following the Shareholder’s delivery of the Closing Date, Buyer shall prepare and deliver Balance Sheet (along with the Closing Statement Net Working Capital Calculation and the Adjustment), the Purchaser may give the Shareholder a written notice stating in reasonable detail the Purchaser’s objections (an “Objection Notice”) to Seller 1the Closing Balance Sheet, calculation of Closing Net Working Capital, the Closing Net Working Capital Calculation and the Adjustment. The Closing Statement Any Objection Notice shall be prepared on a specify in reasonable detail the dollar amount of any objection and the basis consistent with the accounting principles, practices, policies and methods expressly therefor. Any determination set forth on Schedule 1.5 and, to the extent Closing Balance Sheet which is not specifically detailed on Schedule 1.5objected to in the Objection Notice shall be deemed acceptable and shall be final and binding upon the parties upon delivery of the Objection Notice. If the Shareholder does not give the Purchaser an Objection Notice within such fifteen (15) day period, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare then the Closing StatementBalance Sheet will be conclusive and binding upon the parties and the Closing Net Working Capital Calculation set forth in the Closing Balance Sheet will constitute the Closing Net Working Capital Calculation for purposes of Section 2.4(a) above and for purposes of calculating the Adjustment. (c) Seller 1 Following the Shareholder’s receipt of any Objection Notice, the Shareholder and the Purchaser shall deliver attempt to Buyernegotiate in good faith to resolve such dispute. In the event that the Shareholder and the Purchaser fail to agree on any of the Shareholder’s proposed adjustments set forth in the Objection Notice within thirty (30) days after the Purchaser has received the Objection Notice, the Shareholder and the Purchaser agree that a mutually acceptable accounting firm of nationally recognized standing (the “Independent Accountants”) shall, within 45 thirty (30) days following referral of such matter to the Independent Accountants, make a detailed, written final determination of the Closing Net Working Capital that sets forth the resolution of all items in dispute in accordance with the terms of this Agreement, but only after Buyer’s delivery first circulating a preliminary report for the comment of thethe parties. The Purchaser and the Shareholder each shall provide the Independent Accountants with their respective determinations of the Closing Net Working Capital Calculation and the Adjustment. The Independent Accountants will consider only those items in dispute as to which the parties have disagreed within the time periods and on the terms specified above and the Independent Accountants shall resolve such dispute in accordance with the terms of this Agreement. In submitting such dispute to the Independent Accountants, each of the parties shall furnish, at its own respective expense, to the Independent Accountants and the other party such documents and information as the Independent Accountants may request. Each party may also furnish to the Independent Accountants such other information and documents as it deems relevant, with copies of each such submission and all such documents and information being concurrently given to the other party. Neither party shall have or conduct any communication, either written or oral, with the Independent Accountants without the other party, respectively, either being present or receiving a concurrent copy of any written communication. The Independent Accountants shall conduct one or more conferences concerning the subject matter of the allowed objections and disagreements between the parties, at which conference(s) each party shall have the right to (i) present its documents, materials and other evidence (consistent with the requirements herein), and (ii) have present its or their advisors, accountants, counsel and other representatives. Such conference shall take place either telephonically and/or at the offices selected by the Independent Accountants. Such conferences shall not exceed more than three (3) days, eight (8) hours each day of hearings, or such other amount of time reasonably determined by the Independent Accountants. The Independent Accountants shall resolve each item of disagreement based solely on the presentations of supporting material provided by the parties and the terms of this Agreement, including the instructions of the parties as set forth in Exhibit B. The Purchaser and the Shareholder shall cooperate fully with the Independent Accountants and respond on a timely basis to all requests for information or access to documents or personnel. The Independent Accountants’ independent determination of the Closing Net Working Capital in accordance with the terms set forth in this Article 2 shall be final and binding on the Shareholder and the Purchaser. The fees, costs and expenses of the Independent Accountants shall be equally shared and paid by the parties. (d) If Seller 1 objects to The term “Closing Balance Sheet” shall mean the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement Balance Sheet delivered pursuant to Section 1.5(b2.4(a) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered as adjusted, if at all, pursuant to Section 1.5(cSections 2.4(b) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(dc). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before Within thirty (30) days following the Closingdate hereof, the Seller 1 will deliver shall prepare, in accordance with generally accepted accounting principles consistently applied ("GAAP") except as set forth on Schedule 4.2.8(ii), a balance sheet of the Company as of the date hereof (the "Execution Date Balance Sheet"), together with a detailed analysis of each balance sheet item, and including a computation of stockholder's equity net of (i) the intercompany receivables identified in Section 2.1(g) and (ii) the tax refund identified in Section 10.10, as of the date hereof (the "Stockholder's Equity"), and provide a copy thereof to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase PriceBuyer. (b) Within 60 The Buyer shall have the right to review the books and records of the Company for a period of sixty (60) days after receiving the Closing DateExecution Date Balance Sheet to verify and confirm the accuracy thereof. If, after such review, the Buyer agrees with the Execution Date Balance Sheet, the Buyer shall prepare promptly (and deliver in any event within sixty (60) days after receiving the Closing Statement to Execution Date Balance Sheet) notify the Seller 1of its agreement. The Closing Statement shall be prepared on a basis consistent with If, after such review, the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, Buyer objects to the extent not specifically detailed on Schedule 1.5Execution Date Balance Sheet, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver promptly (and in any event within sixty (60) days after receiving the Execution Date Balance Sheet) provide the Seller with a detailed statement indicating the basis for its objections, and the Buyer and the Seller shall meet and confer in an effort to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statementresolve such disagreement in good faith. (c) In the event that the Buyer and the Seller 1 are unable to resolve a disagreement with respect to the Execution Date Balance Sheet within sixty (60) days following the date of the Buyer's objection (or such longer period as the Buyer and the Seller may agree), the Stockholder's Equity shall deliver be determined by an independent firm of certified public accountants (the "Accountants") as the Seller and the Buyer may agree. If issues in dispute are submitted to Buyerthe Accountants for resolution, within 45 days after Buyer’s delivery (i) each party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party, and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants of thethe Stockholder's Equity, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) the fees of the Accountants for such determination shall be paid equally by the parties. (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 Within five (5) days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and Stockholder's Equity pursuant to either the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses agreement of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of parties or the determination of Estimated Net Working Capital and the Actual Net Working Capital.Accountants, the parties shall calculate the amount, if any, by which the Stockholder's Equity is a larger negative number than negative $4,356,078 (the "Purchase Price Reduction") or the amount, if any, by which the Stockholder's Equity is a smaller negative number than negative $4,356,078 (the

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before The Seller has delivered to the Purchaser a written statement, executed by a duly authorized officer of the Seller, setting forth (i) an estimated unaudited consolidated balance sheet of the Company Group as of the Closing Date, but without giving effect to the transactions occurring at the Closing, Seller 1 will deliver to Buyer prepared in accordance with GAAP applied on a statement calculating basis consistent with the Estimated Net Working Capital. The Estimated principles used in preparing the Latest Balance Sheet, (ii) an estimated calculation of Net Working Capital will be used to calculate prepared in accordance with the Working Capital Principles as of the Closing Date (the “Estimated Working Capital”), (iii) the calculation of the amount, if any, by which Estimated Working Capital is less than Target Working Capital (expressed as a positive number) (the “Initial Adjustment Amount”); (iv) estimated Closing Indebtedness as of the Closing Date (the “Estimated Closing Indebtedness”), (v) estimated Transaction Expenses as of the Closing Date (the “Estimated Transaction Expenses”), and (vi) the Seller’s resulting calculation of the Closing Purchase Price. (b) Within 60 No later than ninety (90) days after the Closing Date, Buyer the Purchaser shall prepare and deliver to the Seller a certificate executed by the chief financial officer of the Purchaser (the “CFO Certificate”) setting forth (i) a consolidated unaudited balance sheet of the Company Group as of the Closing Statement Date, but without giving effect to Seller 1. The Closing Statement shall be the transactions occurring at Closing, prepared in accordance with GAAP applied on a basis consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied principles used in preparing the 2013 Baseline Financial Statements underlying Latest Balance Sheet, (ii) the 2013 Audited Financial Statements. At proposed final calculation of Net Working Capital prepared in accordance with the request Working Capital Principles as of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. Date, (ciii) Seller 1 shall deliver to Buyerthe proposed calculation of the Final WC Adjustment Amount, within 45 days after Buyer’s delivery (iv) the actual amount of the (d) If Seller 1 objects to Closing Indebtedness as of the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(cDate (the “Actual Closing Indebtedness”), Buyer (v) the actual amount of Transaction Expenses as of the Closing Date (the “Actual Transaction Expenses”), and Seller 1 shall promptly (1vi) jointly prepare and sign a statement setting forth the True-Up Amount. For purposes of this Agreement, (A) those objections “True-Up Amount” shall mean (w) the amount, if any, by which Estimated Closing Indebtedness is greater than Actual Closing Indebtedness, plus (x) that Buyer and Seller 1 have resolved and the resolution amount, if any, by which Estimated Transaction Expenses is greater than the amount of such objections Actual Transaction Expenses, minus (y) the amount, if any, by which Actual Closing Indebtedness is greater than the amount of Estimated Closing Indebtedness, minus (z) the amount, if any, by which Actual Transaction Expenses is greater than the amount of Estimated Transaction Expenses and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections“Final WC Adjustment Amount” shall mean the difference, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentencemay be positive or negative, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that between (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 Net Working Capital (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is as finally determined pursuant to this Section 1.5, an amount equal to the difference of 2.3(c) or Section 2.4) and (Ay) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital. The True-Up Amount may be a positive or negative number.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. Within ninety (b90) Within 60 days after the Closing Date, Buyer Purchaser shall prepare deliver to Parent its calculation of the Purchase Price, together with Purchaser’s good faith proposed calculations of (i) the Working Capital Adjustment, (ii) Closing Indebtedness, (iii) Closing Date Cash and deliver (iv) Closing Date Transaction Expenses, in each case, including the components thereof and in accordance with IFRS and consistent with past practices and the definitions thereof (which calculations shall collectively be referred to herein from time to time as the “Proposed Closing Statement Date Calculations”); it being acknowledged and agreed that in order to Seller 1. The Closing Statement avoid duplication, no individual item or amount shall be prepared on a basis consistent taken into account in more than one of the components of the Proposed Closing Date Calculations (or more than once in any individual component of the Proposed Closing Date Calculation above) in calculating the Proposed Closing Date Calculations. During the thirty (30) day period immediately following delivery to Parent of the Proposed Closing Date Calculations, Purchaser shall, and shall cause the Transferred Entities to, provide Parent and Parent’s accountants, advisors and other representatives with reasonable access during normal business hours to the accounting principles, practices, policies books and methods expressly set forth on Schedule 1.5 and, records (to the extent in the possession or control of Purchaser or one of its Subsidiaries) to the extent relevant to the preparation of the Proposed Closing Date Calculations and to the personnel employed by Purchaser responsible for the preparation of the Proposed Closing Date Calculations in order to respond to the inquiries of Parent related thereto, (x) Parent and its accountants, advisors and other representatives shall execute any customary releases or waivers in favor of Purchaser’s and the Transferred Entities’ professional advisors in connection with such review and (y) such review shall not specifically detailed interfere in any material respect with the normal business operations of Purchaser or the Transferred Entities. (b) Parent may dispute the amounts reflected on Schedule 1.5the line items of the Proposed Closing Date Calculations (each, a “Disputed Item”), but only on the accounting principlesbasis of (i) mathematical errors, practicesor (ii) the Proposed Closing Date Calculations not being calculated in accordance with Section 2.5(a); provided, policies however, that in each case Parent shall notify Purchaser in writing of each Disputed Item, and procedures required or permitted specify in reasonable detail the amount thereof in dispute and the basis therefor, within thirty (30) days after the Proposed Closing Date Calculations has been delivered to Parent. The failure by GAAP Parent to provide a notice of Disputed Items to Purchaser within such period will constitute Parent’s final and applied binding acceptance of all items in preparing the 2013 Baseline Financial Statements underlying Proposed Closing Date Calculations. Only those matters identified in a timely delivered notice of Disputed Items shall be in dispute, and all other matters included in the 2013 Audited Financial Statements. At Proposed Closing Date Calculations shall be final and binding upon the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing StatementParties. (c) Seller 1 If a notice of Disputed Items shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement be timely delivered pursuant to Section 1.5(c2.5(b), Buyer Parent and Seller 1 Purchaser shall, during the twenty (20) Business Days following the date of such delivery (the “Resolution Period”), negotiate in good faith to resolve the Disputed Items. If, during the Resolution Period, the Parties reach an agreement with respect to the Disputed Items, such agreement shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved be evidenced in writing and the Proposed Closing Date Calculations (as revised pursuant to such written agreement) shall become final and binding on the date of such agreement. If, during the Resolution Period, the Parties are unable to reach agreement with respect to any of the Disputed Items, Parent and Purchaser shall refer all unresolved Disputed Items to Ernst & Young or such other accounting firm upon which Parent and Purchaser shall mutually agree (the “Independent Accountant”). Parent and Purchaser agree to cooperate with the Independent Accountant during its resolution of such objections and the Disputed Items (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including by entering into a customary engagement letter with the Neutral Independent Accountant). In resolving such objections, the Independent Accountant shall only consider those items in dispute as set forth in the Proposed Closing Date Calculations and Parent’s timely notice of Disputed Items, and shall be instructed to otherwise not investigate matters independently. None of Purchaser, Parent, Seller or any of their respective Affiliates shall have any ex parte communications with the Independent Accountant. Parent and Purchaser shall request that the Independent Accountant make a determination, acting as an expert and not as an arbitrator, with respect to unresolved Disputed Items within thirty (30) days after its engagement by Parent and Purchaser, which determination shall be made in accordance with the scope rules set forth in this Section 2.5. The Parties agree that the failure of the Neutral Independent Accountant to strictly conform to any deadline or time period contained herein shall not render the determination of the Independent Accountant invalid and shall not be a basis for seeking to overturn any determination rendered by the Independent Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer The Independent Accountant shall deliver promptly to Parent and Purchaser, within such thirty (30) day period, a written report setting forth (i) its adjustments, if any, to the Neutral Accountant Proposed Closing Date Calculations, and (ii) the work papers used by Buyer to prepare calculations supporting such adjustment of the Closing Statement and to determine Indebtedness, the basis of any unresolved objection by Buyer described in Working Capital Adjustment, the preceding sentenceClosing Date Cash, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) Date Transaction Expenses and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price. Absent manifest error, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution report shall be final, conclusive and binding upon on the Parties and each Party agrees the Parties agree that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) 2.5 for resolving disputes with respect to the Proposed Closing Statement Date Calculations shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation disputes unless otherwise agreed to enforce in writing by the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction Parties. In resolving all Disputed Items submitted to it in accordance with this Section 12.112.5, the Independent Accountant shall not assign a value to any item that is greater than or less than the value that was claimed by either Party. Buyer Parent and Seller 1 Purchaser shall initially share equally all costs incurred in connection with the fees and expenses engagement of the Neutral Independent Accountant; provided that such costs shall ultimately be allocated between Purchaser and Parent in the same proportion that the aggregate amount of the Disputed Items submitted to the Independent Accountant for its services under that are unsuccessfully disputed by each such Party (as finally determined by the Independent Accountant in accordance with this Section 1.5(d2.5(c). ) bears to the total amount of such Disputed Items so submitted. (ed) If the Adjusted Purchase Price as reflected in the Agreed Closing Date Calculations is less than the Estimated Purchase Price, then Seller 1 Parent and Seller, jointly and severally, shall pay to BuyerPurchaser, by wire transfer the amount of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this such shortfall in accordance with Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price2.5(e). If the Adjusted Purchase Price as reflected in the Agreed Closing Date Calculations is greater than the Estimated Purchase Price, then Buyer Purchaser and the Transferred Entities, jointly and severally, shall pay to Seller 1Parent the amount of the excess in accordance with Section 2.5(e). (e) All payments to be made under Section 2.5(d) will be paid or caused to be paid by the Party obligated to make such payment under this Section 2.5 (the “Paying Party”) to the other Party (the “Receiving Party”), for itself and as agent for its Affiliates (as applicable), within ten (10) Business Days after the determination of the Agreed Closing Date Calculations, in dollars by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5without interest, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) written instructions given by the Receiving Party to the Paying Party (which instructions shall be provided by the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working CapitalReceiving Party promptly, and Article VI shall not apply to any such dispute in respect of no later than three (3) Business Days, after the determination of Estimated Net Working Capital the Agreed Closing Date Calculations (or such later time as may be agreed by Parent and the Actual Net Working CapitalPurchaser)).

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined (i) As soon as follows: (a) At least two Business Days before the Closingpracticable, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. (b) Within but in no event later than 60 days after following the Closing Date, Buyer Seller shall prepare and deliver a pro forma balance sheet of Target as of the Closing Statement to Seller 1(the "Closing Balance Sheet") and a calculation of Closing Date Total Surplus as of the Closing based on the Closing Balance Sheet (collectively, the "Closing Financial Data"). The Closing Statement Balance Sheet and the calculation of Closing Date Total Surplus shall be prepared on a basis consistent with the accounting methods, principles, practices, practices and policies employed in the preparation and methods expressly set forth on Schedule 1.5 and, to presentation of the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing StatementLatest Balance Sheet. (cii) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery During the preparation of the (d) If Seller 1 objects to the Closing Statement Balance Sheet and the calculation of Closing Date Total Surplus as of the Closing, and the period of any such objections are not resolved by Seller 1 and Buyer review or dispute within 45 days after Seller 1’s delivery to Buyer the contemplation of Seller 1’s objection statement pursuant to this Section 1.5(c)4, Buyer and Seller 1 Purchaser shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer provide Seller and Seller 1 have resolved Seller's authorized representatives with full access to all relevant books, records, workpapers and employees of Target and the resolution of such objections Business, and (B) those cooperate fully with Seller and Seller's authorized representatives, including the provision on a timely basis of all information necessary or useful in the preparation of the Closing Balance Sheet. (iii) Seller shall deliver a copy of the Closing Financial Data to Purchaser promptly after it has been prepared. After receipt of the Closing Financial Data, Purchaser shall have forty-five (45) days to review the Closing Financial Data, together with the workpapers used in the preparation thereof. Unless Purchaser delivers written notice to Seller on or prior to the 45th day after Purchaser's receipt of the Closing Financial Data stating that Purchaser has objections to the Closing Financial Data, or methods, principles, practices or policies employed in the preparation thereof, Purchaser shall be deemed to have accepted and agreed to the Closing Financial Data. If Purchaser so notifies Seller of its objections to the Closing Financial Data, the Parties shall, within twenty (20) days (or such longer period as the Parties may agree) following such notice (the "Resolution Period"), attempt to resolve their differences arising from such objections and any resolution by them as to any disputed amounts or methods, principles, practices or policies employed in the preparation thereof shall be final, binding and conclusive. Purchaser acknowledges and agrees that remain unresolved it shall not, under any circumstances, have the ability to raise objections relating to the adequacy of the amounts recorded for Loss Reserves, ALAE Reserves or ULAE (the "Reserve Accounts") on the Latest Balance Sheet, Closing Date Balance Sheet, the methods, principles, practices or policies employed in the preparation thereof, or the impact thereof on Closing Date Total Surplus; provided, however, that with respect to any development in the Reserve Accounts between the date of the Latest Balance Sheet and the Closing Date, Purchaser may raise objections to the method used in preparing the amounts recorded in the Reserve Accounts solely on the basis that such method was inconsistent with the past practice of the Seller. (iv) Any amounts or methods, principles, practices or policies employed in the preparation thereof, remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to such firm of United States independent certified public accountants as Seller and Purchaser may agree, such firm to be a "Big 6 Firm". If they cannot so agree within five (5) days after the end of the Resolution Period, they shall each select one such firm within ten (10) days after the end of the Resolution Period and the two (2) engage firms so chosen shall select a third firm of United States independent certified public accountants, such firm to be a "Big 6 Firm" to which such dispute shall be submitted (the firm ultimately selected pursuant to this Section being the "Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this AgreementAuditors"). Buyer All Unresolved Changes shall deliver promptly be submitted to the Neutral Accountant Auditors no later than ten (10) days after the work papers used same is designated. Each Party agrees to execute, if requested by Buyer to prepare the Closing Statement Neutral Auditors, a reasonable engagement letter. All fees and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly expenses relating to the work, if any, to be performed by the Neutral Accountant the work papers used Auditors shall be borne pro rata by Seller 1 to prepare the objection statement described and Purchaser in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide proportion to the allocation of the dollar amount of the Unresolved Changes between Seller and Purchaser made by the Neutral Accountant any information of Auditors such Party that the prevailing party pays a lesser proportion of the fees and expenses. The Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 Auditors shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited act as an arbitrator to resolving such unresolved objections determine, based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Section 4, only the Unresolved Changes. The Neutral Accountant in accordance herewith, and not on independent review by Auditors' determination of the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection Unresolved Changes shall be made within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(bforty-five (45) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagementthe submission of the Unresolved Changes thereto, shall be set forth in a ruling that sets forth (1) the resolution of each such unresolved objection written statement delivered to Seller and (2) the Closing Statement Purchaser and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive binding and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capitalconclusive.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before Within ninety (90) days of the ClosingClosing Date (or on the same date Seller publicly releases its audited financial statements dated as of and for the year ended December 31, 2007, whichever occurs later), Seller 1 will deliver shall provide to Buyer Purchaser (i) a statement calculating final closing balance sheet for SGF as of the Estimated Net Working Capital. The Estimated Closing Date prepared in accordance with generally accepted accounting principles (“GAAP”) consistent with the accounting principles used in the preparation of Seller’s financial statements dated as of December 31, 2006, which balance sheet must be audited by Seller’s independent auditors if the Closing Date occurs on or before December 31, 2007 or reviewed by a nationally recognized independent auditing firm of Seller’s choosing if the Closing Date occurs after December 31, 2007 (the “Final Closing Balance Sheet”), and (ii) based on such Final Closing Balance Sheet, a calculation of Adjusted Net Working Capital will be used to calculate the Estimated Purchase Price. of SGF (bas defined below) Within 60 days after as of the Closing Date, Buyer shall prepare determined as provided in this Section 1.2. If and deliver the Closing Statement to Seller 1. The Closing Statement shall be prepared on a basis consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5that the Adjusted Net Working Capital of SGF (as defined below) as of the Closing Date, as reflected in the accounting principlesFinal Closing Balance Sheet and determined in accordance with this Section 1.2, practicesexceeds zero, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer Purchaser shall deliver pay such excess to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted as additional Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, payable by wire transfer of immediately available funds, funds to Seller within three ten (10) Business Days after following the date on which final determination of Adjusted Net Working Capital as provided in this Section 1.2. If and to the extent that the Adjusted Net Working Capital of SGF as of the Closing Date, as reflected in the Final Closing Statement is finally Balance Sheet and determined pursuant to in accordance with this Section 1.51.2, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater less than the Estimated Purchase Pricezero, then Buyer Seller shall pay such deficiency to Seller 1Purchaser, payable by wire transfer of immediately available funds, funds to Seller within three Business Days after ten (10) business days following the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference final determination of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and as provided in this Section 1.2. For purposes of this Agreement, the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated term Adjusted Net Working Capital shall mean Current Assets minus House Funds (as defined in Section 7.2) minus Current Liabilities. (b) For purposes of this Agreement, the term “Current Assets” means, with respect to the financial information of SGF, the aggregate of the following assets to the extent that such assets are classified as current under GAAP and are acquired by Purchaser pursuant to the terms of this Agreement: (i) cash plus cash equivalents; (ii) marketable securities; (iii) accounts receivable generated in the ordinary course of business, less a reasonable reserve for doubtful accounts consistent with past practices; (iv) inventories held for use in the ordinary course of business (excluding any inventories that are obsolete or otherwise unusable in the business); (v) prepaid expenses; and (vi) all other assets of any kind classified as current under GAAP. Current Assets shall not include any amounts due from HHLV Management Company LLC or any affiliate of Xxxxxx’x Entertainment pursuant to the Joint Operating License Agreement, as amended, dated March 10, 2004 and the Actual Net Working CapitalPurchase and Sale Agreement, as amended, by and among Seller, HHLV and SGF, dated as of February 9, 2004.

Purchase Price Adjustment. The Estimated Purchase Price Closing Balance Sheet shall be deemed final for the purposes of this Section 1.3(c) upon the earliest of (1) the failure of SPX to deliver to Purchaser a notice of dispute within 30 business days of Purchaser’s delivery of the Closing Balance Sheet to SPX, (2) the resolution of all disputes, pursuant to Section 1.3(b), by SPX and Purchaser and (3) the Adjusted resolution of all disputes, pursuant to Section 1.3(b), by the Independent Accountant. Within five business days of the Closing Balance Sheet being deemed final, the adjustment or adjustments of the Purchase Price shall be determined made as follows: (ai) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. (b) Within 60 days after the Closing Date, Buyer shall prepare and deliver the Closing Statement to Seller 1. The Closing Statement shall be prepared on a basis consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party event that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes Net Book Value calculated with respect to the Closing Statement Balance Sheet exceeds the Reference Net Book Value, then the Purchase Price shall be adjusted upward in an amount equal to such excess and Purchaser shall pay to SPX, on behalf of Seller, the sole and exclusive method for resolving any amount of such disputes, except excess as provided below; and (ii) in the event that this Section 1.5(d) shall not prohibit any Party from instituting litigation the Net Book Value calculated with respect to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price Balance Sheet is less than the Estimated Purchase PriceReference Net Book Value, then Seller 1 the Purchase Price shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, be adjusted downward in an amount equal to the difference such deficiency and SPX, on behalf of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase PriceSeller, then Buyer shall pay to Seller 1Purchaser the amount of such deficiency as provided below. (iii) As used in this Agreement, by wire transfer “Net Book Value” shall mean the total assets of immediately available funds, within three the Xxxxxx Business Days after less the date on which total liabilities of the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment Xxxxxx Business calculated in accordance with Exhibit 1.3 and this Section 1.5(e) 1.3. Such payments, in the case of payments to be made by SPX, shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capitalmade, and Article VI shall not apply to any such dispute in respect within five business days of the determination of Estimated Net Working Capital and any such adjustment or adjustments, to Purchaser by wire transfer in immediately available funds to an account or accounts designated by Purchaser, and, in the Actual Net Working Capitalcase of payments to be made by Purchaser, shall be made, within five business days of the determination of any such adjustment or adjustments, to SPX by wire transfer in immediately available funds to an account or accounts designated by SPX.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two No later than five (5) Business Days before Days, and no earlier than ten (10) Business Days, prior to the ClosingClosing Date, Seller 1 will the A&P Parties shall prepare and deliver to Buyer the Metro Parties a statement calculating certificate of an officer of A&P setting forth its good faith estimate of the Net Working Capital as of the Closing Date (the "ESTIMATED NET WORKING CAPITAL"). Such certificate shall include a reasonably detailed calculation and description of how the Estimated Net Working Capital was determined. (b) The Cash Consideration shall be (i) increased, if the Estimated Net Working Capital exceeds the Reference Net Working Capital, by an amount equal to the amount of such excess, or (ii) decreased, if the Reference Net Working Capital exceeds the Estimated Net Working Capital. The Estimated Net Working Capital will be used , by an amount equal to calculate such excess (such increase or decrease, as the Estimated Purchase Pricecase may be, being the "ESTIMATED CLOSING ADJUSTMENT"). (bc) Within 60 45 days after following the Closing Date, Buyer the A&P Parties shall prepare and deliver to the Closing Statement Metro Parties the following (collectively, the "PRELIMINARY STATEMENT"): (i) a consolidated balance sheet of the Company as at the Effective Time (before giving effect to Seller 1. The Closing Statement shall be the Closing) (the "PRELIMINARY CLOSING BALANCE SHEET"), prepared in accordance with GAAP, applied on a basis consistent with past practice, which shall be audited by the accounting principlesCompany's Auditors, practices, policies and methods expressly set forth on Schedule 1.5 the cost of which will be assumed by Purchaser; and, (ii) a calculation by the A&P Parties of the Net Working Capital as at the Effective Time (before giving effect to the extent not specifically Closing) based on the Preliminary Closing Balance Sheet (the "PRELIMINARY NET WORKING CAPITAL"). The Preliminary Statement shall include a reasonably detailed on Schedule 1.5, calculation and description of how the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing StatementPreliminary Net Working Capital was determined. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects In connection with the preparation of the Preliminary Statement, the A&P Parties and their representatives shall have reasonable access, during normal business hours and upon reasonable notice, to the Closing Statement books and records, the financial systems and finance personnel and any such objections are not resolved by Seller 1 other information of the Company and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c)its Subsidiaries that the A&P Parties reasonably request, Buyer and Seller 1 Metro shall, and shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objectionscause its Subsidiaries, including entering into a customary engagement letter the Company and its Subsidiaries, to cooperate reasonably with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the A&P Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth their representatives in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). connection therewith. (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 The Metro Parties shall pay to Buyer, by wire transfer of immediately available funds, within three have 15 Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy following receipt of the Parties for disputes regarding Preliminary Statement to review the Estimated Net Working Capital Preliminary Closing Balance Sheet and the Actual calculation of the Preliminary Net Working Capital, and Article VI shall not apply to any such dispute notify the A&P Parties in respect writing if it disputes the amount of the determination of Estimated Preliminary Net Working Capital and set forth on the Actual Preliminary Statement (the "DISPUTE NOTICE"), specifying the reasons therefor in reasonable detail. (f) In connection with Metro Parties' review of the Preliminary Statement and/or the calculation of the Preliminary Net Working Capital, the Metro Parties and their Representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by the A&P Parties or their representatives (including the Company Auditors), subject to customary indemnification and other agreements that may be requested by the A&P Parties' representatives that are external advisors (including the Company Auditors), and to finance personnel of the A&P Parties and their Subsidiaries and any other information which the Metro Parties reasonably request and the A&P Parties shall, and shall cause their Subsidiaries to, cooperate reasonably with the Metro Parties and their Representatives in connection therewith, including discussing with and explaining to the Metro Parties and its Representatives any aspect of the Preliminary Statement. (g) In the event that the Metro Parties shall deliver a Dispute Notice to the A&P Parties, the Metro Parties and the A&P Parties shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Preliminary Closing Balance Sheet and the Preliminary Net Working Capital shall be made in accordance with the agreement of the Metro Parties and the A&

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before Seller and Purchaser have calculated the Closing, Seller 1 will deliver Target Inventory Amount. No less than seven days prior to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. (b) Within 60 days after the Closing Date, Buyer Seller shall prepare and deliver to Purchaser an estimate of the Company's Inventory as of the Closing Statement to Seller 1. The Closing Statement Date, provided that such estimate shall be not include the value of spare parts (the "Product Inventory") prepared in good faith on a basis consistent with the calculation of the Target Inventory Amount; provided that if such amount is greater than $4.250 million for the purposes of Section 2.1 then such amount shall be deemed to be $4.250 million (such amount the "Estimated Inventory Amount"). The amount of such estimate shall be subject to Purchaser's review and consent, such consent not to be unreasonably withheld. Purchaser shall, within 2 days of receipt of the Inventory Statement, provide consent or notify Seller of any disagreement with respect thereto and in the event of disagreement shall work with Seller in good faith to promptly resolve such disagreement. (b) Seller shall prepare and deliver to Purchaser a statement showing the calculation of the actual Product Inventory of the Company as of the Closing Date based upon conduct of an actual physical inventory and confirmation from Kraft of Product Inventory located at Kraft distribution centers (the "Inventory Statement") as soon as practicable following the Closing Date, but not later than 90 days thereafter; provided that such calculation and accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, shall be done without giving effect to any change in accounting standards or methodologies from the Company's practice prior to the extent not specifically detailed on Schedule 1.5date hereof, including any changes to the accounting principlesCompany's "standard costs" and other changes that the parties understand may be effected in January of 2007. Such Inventory Statement shall be prepared in good faith and in a manner consistent with the calculation of the Target Inventory Amount, practices, policies and procedures required or permitted by GAAP and applied in preparing provided that the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request Inventory Statement will be based upon conduct of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statementa physical inventory. (c) The Inventory Statement shall become final and binding upon the parties on the 60th calendar day following receipt thereof by Purchaser, unless Seller 1 receives from Purchaser prior to such date written notice of Purchaser's good faith disagreement (the "Notice of Disagreement") therewith. The Notice of Disagreement shall deliver specify the amounts set forth on the Inventory Statement with which Purchaser disagrees. Any amounts or issues not disputed in good faith in the Notice of Disagreement shall be final and binding on the parties. If the Notice of Disagreement is sent by Purchaser, then the Inventory Statement (as recalculated in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to Buyer, within 45 days after Buyer’s any matter specified in the Notice of Disagreement or (y) the date any disputed amounts are finally determined in accordance with the balance of this paragraph. During the 60 day period following the delivery of thethe Notice of Disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to any amount specified in the Notice of Disagreement or related to the amounts or issues raised by the Notice of Disagreement. If, at the end of such 60 day period, Seller and Purchaser have not reached agreement on such amounts, the amounts that remain in dispute shall be recalculated by KPMG, LLC or another nationally-recognized accounting firm mutually agreed upon by Seller and Purchaser (the "Independent Accountants"). Any amounts so recalculated shall be final and binding on the parties. The fees and other charges of the Independent Accountants shall be borne equally by Seller and Purchaser. The inventory amount as of the Closing Date, as finally determined in accordance with this Section 2.1(c), provided that if such amount exceeds $4.250 million then it shall be deemed to be $4.250 million for the purposes of this Section 2.1, shall be the "Actual Inventory Amount." (d) If Seller 1 objects to The Purchase Price shall be adjusted following the Closing Statement and any such objections are not resolved Date as follows: (i) If the Estimated Inventory Amount exceeds the Actual Inventory Amount, Seller shall pay to Purchaser, by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and set-off against the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope principal of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentenceNote, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant excess, subject to Section 1.5(bthe Set-Off Cap. (ii) and If the Actual Inventory Amount exceeds the Estimated Inventory Amount, Purchaser shall pay to Seller the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant excess. (iii) Amounts to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined paid pursuant to this Section 1.52.1(d) shall be made within 10 Business Days of the determination of the Actual Inventory Amount pursuant to the provisions of Section 2.1(c). (e) Notwithstanding anything in this Agreement to the contrary, the parties agree as follows with respect to slotting fee obligations: (i) No less than three days prior to the Closing Date, Seller shall prepare and deliver to Purchaser (i) a statement showing the calculation of the Slotting Fee Payment Amount and (ii) reasonable evidence of payment or deduction of the amounts shown on such Statement. (ii) (A) If the Slotting Fee Payment Amount is less than an amount equal to the difference result of (Ax) the Estimated Purchase Price minus product of $65,000 and the number of months (or part thereof) between the date of this Agreement and the Closing Date (the "Slotting Fee Threshold") then at the Closing, the Closing Payment shall be decreased by such shortfall and (B) if the Adjusted Purchase Price. If Slotting Fee Payment Amount exceeds the Adjusted Purchase Price is greater than the Estimated Purchase PriceSlotting Fee Threshold, then Buyer shall pay to Seller 1at the Closing, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be increased by such excess amount (the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital"Slotting Fee Adjustment").

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. (b) Within 60 90 days after following the Closing Date, Buyer shall prepare and deliver to Parent a statement, substantially in the form of Exhibit G (the “Post-Closing Statement”) that sets forth Buyer’s calculation of (i) the Closing Statement to Seller 1. The Date Cash, (ii) the Closing Statement shall be Date Indebtedness, (iii) the Closing Date Working Capital (and the Negative Working Capital Amount or the Positive Working Capital Amount, as applicable), (iv) the Transaction Expenses and (v) the calculation of the Purchase Price based on the foregoing clauses (i) through (iv), in each case prepared on a basis consistent in accordance with the accounting principles, practices, policies and methods expressly applicable definitions set forth on Schedule 1.5 in this Agreement and, to the extent applicable, in accordance with the Accounting Rules. Buyer and Parent acknowledge and agree that no adjustment shall be made to the Target Working Capital. If Buyer fails to deliver the Post-Closing Statement within the time-period specified above, then, at Parent’s sole option either (A) the Estimated Closing Statement shall be final and binding on the Parties and shall constitute the Final Closing Statement and shall not specifically detailed on Schedule 1.5be subject to any further claim or challenge by any Party or (B) Parent will have 90 days from and after the deadline for the delivery of the Post-Closing Statement by Buyer (the “Parent Preparation Period”) to prepare and deliver to Buyer the Post-Closing Statement. The Parties agree that the purpose of preparing the Post-Closing Statement is solely to (x) accurately measure the Final Closing Date Cash, Final Closing Date Indebtedness, Final Closing Date Working Capital and Final Transaction Expenses (and measure the difference, if any, in the Final Closing Date Working Capital from the Target Working Capital) and (y) calculate the Purchase Price, and not to permit the introduction of different accounting policies, principles, procedures, practices, policies methodologies, estimates, judgments (including any management judgment) from the Accounting Rules for the purpose of calculating these items and procedures required the Purchase Price. (b) After delivery of the Post-Closing Statement by Buyer or permitted by GAAP and applied in preparing during the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1Parent Preparation Period, as applicable, Buyer and the Business Companies shall deliver reasonably cooperate with and shall provide Parent and its authorized officers, employees and other Representatives with reasonable access during normal business hours, upon reasonable prior notice, to Seller 1 or the books and records (including accountants’ work papers, schedules, memoranda and other documents; provided that Buyer and its advisors may require, as a condition of such access, the work papers execution of customary access letters) and supporting data of Buyer and the Business Companies used by Buyer in connection with the preparation of the Post-Closing Statement or reasonably necessary for Parent to prepare the Post-Closing StatementStatement (if applicable); provided further that such access does not unreasonably interfere with the business and operations of Buyer and the Business Companies. (c) Seller 1 shall deliver On or prior to Buyer, within the date that is 45 days after Buyerfollowing the applicable Party’s delivery receipt of thethe Post-Closing Statement (such period, the “Review Period” and such Party, the “Receiving Party”), the Receiving Party may object to any calculation contained in the Post-Closing Statement by delivering to the other Party a written statement (the “Statement of Objections”) setting forth any such objection in reasonable detail, indicating each disputed item (the “Disputed Items”), the basis of each disputed item and including the Receiving Party’s calculation thereof to the extent practicable. After the Closing, Buyer and the Business Companies shall be deemed to be a single Party for the purposes of this ‎Section 2.09. (d) If Seller 1 objects the Receiving Party does not deliver the Statement of Objections during the Review Period, then the Post-Closing Statement shall constitute the Final Closing Statement, and the calculation of the Purchase Price based thereon shall be final and binding on all Parties. If the Receiving Party delivers the Statement of Objections during the Review Period, the Parties shall negotiate in good faith to resolve each Disputed Item set forth in the Statement of Objections within 30 days after the delivery of the Statement of Objections (such period, as may be extended by written agreement of the Parties in their respective sole discretions, the “Resolution Period”), and in connection with such good-faith negotiations, each Party shall provide the other Party and its authorized officers, employees and other Representatives with reasonable access during normal business hours, upon reasonable prior notice, to the books, records (including accountants’ work papers, schedules, memoranda and other documents; provided that a Party and its advisors may require, as a condition of such access, the execution of customary access letters) and supporting data of such Party prepared or reviewed in connection with the preparation of the Post-Closing Statement and any such objections are not the Statement of Objections, as applicable, and, if each Disputed Item in the Statement of Objections is resolved by Seller 1 written agreement of the Parties within the Resolution Period, the Post-Closing Statement, modified to reflect such changes as have been agreed in writing by the Parties with respect to the Disputed Items set forth in the Statement of Objections, shall constitute the Final Closing Statement, and Buyer the calculation of the Purchase Price based thereon (as so modified) shall be final and binding on the Parties. All discussions related to such negotiations within 45 days after Seller 1’s delivery the Resolution Period shall (unless otherwise agreed by the Parties in their respective sole discretions) be governed by Rule 408 of the Federal Rules of Evidence (in effect as of the date of this Agreement) and similar state rules. If the Parties fail to Buyer reach an agreement with respect to all of Seller 1’s objection statement pursuant the Disputed Items set forth in the Statement of Objections before expiration of the Resolution Period, then the Parties shall, as promptly as practicable and, in any event, within 10 Business Days following the end of the Resolution Period, refer the calculation of any Disputed Item remaining in dispute (the “Disputed Amounts”) for resolution to Section 1.5(cXxxxx Xxxxxxxx, or if such firm declines to be retained to resolve the dispute (or if the parties mutually agree otherwise), another independent and internationally recognized certified public accounting firm to be mutually agreed by the Parties in good faith (the “Independent Accountant”). (e) Buyer and Seller 1 Parent shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into execute a customary engagement letter with the Neutral Independent Accountant, shall reasonably cooperate with the Independent Accountant during the term of its engagement, and shall provide the Independent Accountant, at the time of such engagement, with the Post-Closing Statement, the Statement of Objections and each of Buyer’s and Parent’s calculations (together with supporting documentation) of any Disputed Amounts. Parent and Xxxxx shall also furnish the Independent Accountant with such other information and documents as the Independent Accountant may reasonably request in which order for it to resolve the scope Disputed Amounts. Buyer and Parent shall request that the Independent Accountant, within 30 days of its referral, make a final, written determination as to the Disputed Amounts. Neither Buyer nor Parent nor any of their respective Affiliates or Representatives shall have or conduct any communication, whether written or oral, with the Independent Accountant without the other Party either being present or concurrently receiving a written copy of any such communication. Neither Buyer nor Parent or any of their respective Affiliates or Representatives shall disclose to the Independent Accountant, and the Independent Accountant shall not consider for any purpose, any settlement discussion or settlement offer made by or on behalf of Buyer or Parent, unless otherwise agreed in writing by Xxxxx and Parent. Parent and Xxxxx shall instruct the Independent Accountant to only resolve the Disputed Amounts and the decision of the Neutral Accountant’s engagement is specified Independent Accountant for each Disputed Amount must be within the range of values assigned to such Disputed Amount in reasonable detail that is consistent the Post-Closing Statement and the Statement of Objections, respectively. The Independent Accountant shall act as expert, and not as arbitrator. Buyer and Parent shall instruct the Independent Accountant to make its determination based solely on written submissions by Xxxxx and Parent (to the extent such submissions are in accordance with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine only in accordance with the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions terms of this Agreement and to the extent applicable, the Accounting Rules (i.e., not on written submissions the basis of an independent review). The Post-Closing Statement, as modified based on any applicable agreement of Parent and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral the determination of the Independent Accountant in accordance herewithwith this ‎Section 2.09 with respect to any Disputed Amounts, shall constitute the Final Closing Statement, and not on independent review by the Neutral Accountant, (y) calculation of the Neutral Accountant’s resolution of each unresolved objection Purchase Price based thereon shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive final and binding upon all Parties, on the Parties date the Independent Accountant delivers its final determination in writing to Buyer and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwiseParent. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s final determination of the Closing Statement and Independent Accountant shall be enforceable to the Adjusted Purchase Price same extent as an arbitral award pursuant to the Federal Arbitration Act in a any court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees jurisdiction. (f) The fees, costs and expenses of the Neutral Independent Accountant for its services under this Section 1.5(d)incurred in the resolution of the Disputed Amounts shall be allocated to and paid by Xxxxx, on the one hand, and Parent, on the other hand, based on the percentage which the portion of the contested Disputed Amounts not awarded to each Party bears to the amount actually contested by such Party. (e) If For example, if closing accounts receivable is the Adjusted Purchase Price only Disputed Amount, Buyer claims that closing accounts receivable is $500 less than the Estimated Purchase Priceamount determined by Parent, and if the Independent Accountant ultimately resolves the dispute by awarding Buyer $300 of the $500 contested, then Seller 1 the costs and expenses of arbitration shall pay be allocated 60% (i.e., 300 ÷ 500) to BuyerParent and 40% (i.e., 200 ÷ 500) to Buyer and paid by wire transfer the Parties in such proportions. (g) For purposes of immediately available fundsthis Agreement, within three Business Days after the date on which the “Final Closing Statement is finally determined pursuant to this Section 1.5Date Cash”, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the “Final Closing Statement is Date Indebtedness”, “Final Closing Date Working Capital” and “Final Transaction Expenses” means the Closing Date Cash, Closing Date Indebtedness, Closing Date Working Capital and Transaction Expenses, respectively, as finally agreed or determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital‎Section 2.09.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. (b) Within 60 days after the Closing, Sellers and Purchaser will use their reasonable best efforts to prepare revised balance sheets of the Acquired Companies as of the Closing Date, Buyer shall prepare and deliver which balance sheets will adjust all of the line items on the Estimated Closing Balance Sheets to reflect the actual amount thereof as of 12:01 a.m. New York time on the Closing Statement Date, after giving effect to the Purchaser’s Contribution, any Seller 1capital contributions to the Acquired Companies pursuant to Section 2.3(b) and all other transactions taking place on the Closing Date pursuant to this Agreement. The Closing Statement Such revised balance sheets of the Acquired Companies shall be prepared on a basis consistent in accordance with the accounting principles, practices, policies procedures and methods expressly practices set forth on Schedule 1.5 Exhibit A-1 and, to the extent not specifically detailed inconsistent therewith, with SAP applied on Schedule 1.5a consistent basis, except that the accounting principlesClosing Balance Sheets shall be prepared and the Closing Total Surpluses shall be calculated without including any Special Asset or like item. The balance sheets prepared by Sellers and Purchaser pursuant to this Section 2.5(a) (or, practicesif the parties are unable to agree on such balance sheet, policies as it is prepared or otherwise adjusted by the Accountants pursuant to Section 2.5(b)), shall be referred to herein as the “Closing Balance Sheets” and procedures required the total assets less total liabilities of the Acquired Companies as reflected on such Closing Balance Sheets shall be referred to herein as the “Closing Total Surpluses.” (b) If Sellers and Purchaser are unable to agree on all or permitted by GAAP and applied in preparing any portion of the 2013 Baseline Financial Statements underlying Closing Balance Sheets or the 2013 Audited Financial Statements. At resulting Closing Total Surpluses within 60 days following the Closing, then upon the request of Seller 1either Sellers or Purchaser, Buyer Deloitte & Touche LLP (or another nationally recognized independent accounting firm mutually agreed by the parties) (the “Accountants”) shall deliver to Seller 1 or its advisors the work papers used by Buyer be retained to prepare such Closing Balance Sheets or to resolve the Closing Statement. (c) Seller 1 shall deliver to Buyerissues in dispute, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects as the case may be, in each case in accordance with the principles, procedures and practices set forth on Exhibit A-1 and, to the Closing Statement extent not inconsistent therewith, with SAP applied on a consistent basis. Sellers and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery Purchaser shall furnish, or cause to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c)be furnished, Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant Accountants all information as the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 Accountants shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests request for purposes of resolving such unresolved objectionsmaking this determination. Buyer Sellers and Seller 1 Purchaser shall instruct use their reasonable best efforts to cause the Neutral Accountant that (x) Accountants to act promptly to resolve the scope of its review and authority issues in dispute. The determination by the Accountants shall be limited delivered simultaneously to resolving such unresolved objections based solely Sellers and Purchaser and shall be final, binding and conclusive on the provisions both Sellers and Purchaser for all purposes of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under Accountants shall be borne equally by Sellers and Purchaser. (c) If, after the finalization of the Closing Balance Sheets pursuant to Section 2.5(a) or 2.5(b) of this Agreement, as the case may be, the Closing Total Surpluses are not in the amounts set out in Section 1.5(d2.3(b) (i) (ii) and (iii). (e) , then, except in the case of manifest error, the variance between the Closing Total Surpluses and those amounts shall constitute a “Purchase Price Adjustment.” If the Adjusted Purchase Price is Closing Total Surpluses are less than the Estimated Purchase Pricesuch amounts, then Seller 1 within five Business Days after such determination, Sellers shall pay to Buyerthe Acquired Companies the Purchase Price Adjustment plus interest thereon at the rate of 5% per annum, by wire transfer from the Closing Date to the date of immediately available fundspayment. If the Closing Total Surpluses are greater than such amounts, then within three five Business Days after such determination, the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer Purchaser shall pay to Seller 1(or cause to be paid to) Sellers the Purchase Price Adjustment plus interest thereon at the rate of 5% per annum, by wire transfer of immediately available funds, within three Business Days after from the Closing Date to the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capitalpayment.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before Within ninety (90) calendar days following the ClosingClosing Date, Seller 1 will Parent shall cause its independent public accountants to prepare and deliver to Buyer the Shareholders' Representative a statement containing the balance sheet of PIC as of the Closing Date (the "Closing Date Balance Sheet") and a calculation of the Net Working Capital as of the Closing Date (such amount, the "Closing Net Working Capital"); provided, that the Excess Bonus shall not be deducted in calculating the Estimated Closing Net Working Capital. The Estimated Closing Date Balance Sheet shall be prepared, and the Closing Net Working Capital will shall be used to calculate calculated, in accordance with United States generally accepted accounting principles ("GAAP") (as in effect on the Estimated Purchase PriceClosing Date). (b) Within 60 days after If the Shareholders' Representative in good faith disagrees with Parent's calculation of the Closing Date, Buyer shall prepare and deliver the Closing Statement to Seller 1. The Closing Statement shall be prepared on a basis consistent with the accounting principles, practices, policies and methods expressly Net Working Capital as set forth on Schedule 1.5 andthe Closing Date Balance Sheet, he may within twenty (20) Business Days after receipt thereof deliver a written notice to Parent disagreeing with such calculation of the extent not specifically detailed on Schedule 1.5Closing Net Working Capital. Any such notice of disagreement shall specify in reasonable detail those items or amounts comprising the Closing Net Working Capital as to which the Shareholders' Representative disagrees and the basis of such disagreement. If no such notice of disagreement is timely delivered pursuant to this Section 2.3(b), the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare Closing Net Working Capital set forth on the Closing StatementDate Balance Sheet shall be final and binding on the parties hereto. (c) Seller 1 If a notice of disagreement shall be timely delivered pursuant to Section 2.3(b), the parties shall, during the twenty (20) Business Days following such delivery, use their reasonable efforts to reach an agreement on the disputed items. If such an agreement is reached, the Closing Net Working Capital as so agreed shall be final and binding on the parties hereto. If the parties are unable to reach such an agreement, a nationally-recognized accounting firm jointly selected by Parent and the Shareholders' Representative not then performing, or that has not performed in the past two (2) years, material services for any of the Shareholders or Parent (the "Accounting Referee") shall be retained to review promptly this Agreement and the disputed items or amounts. The Accounting Referee shall deliver to Buyerthe parties, as promptly as practicable, and within 45 forty-five (45) calendar days after Buyer’s delivery of the (d) If Seller 1 objects being referred the matter, a report setting forth its adjustments, if any, to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved Date Balance Sheet and the resolution of calculations supporting such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant adjustments. The Accounting Referee shall act as an arbitrator to resolve such unresolved objectionsdetermine, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement Section 2.3 and on written submissions and the presentations by Buyer Parent and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewiththe Shareholders' Representative, and not on by independent review by the Neutral Accountantreview, (y) the Neutral Accountant’s resolution of each unresolved objection only those issues still in dispute. Such report shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive final and binding upon the Parties parties hereto and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital as adjusted pursuant to such report shall be final and binding on the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect parties hereto. The cost of the determination of Estimated Net Working Capital and the Actual Net Working Capital.Accounting

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (ai) At least two Business Days five (5) business days before the Closing, Seller 1 will Target shall, and Principals shall cause Target to, prepare in good faith and deliver to Buyer a written statement calculating setting forth in reasonable detail the Estimated Net Closing Date Cash, the Estimated Closing Date Indebtedness, the Estimated Closing Date Transaction Expenses and the Estimated Closing Date Working CapitalCapital (the “Estimated Closing Statement”), together with supporting documentation for such estimates and any additional information reasonably requested by Buyer. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. (b) Within 60 days after the Closing Date, Buyer shall prepare and deliver the Closing Statement to Seller 1. The Closing Statement shall be reasonably acceptable to Buyer and shall be prepared on a basis consistent in consultation with Buyer and in accordance with Exhibit B, which sets forth the accounting principlesmethods, practices, policies and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP procedures, with consistent classifications, judgments and applied valuation and estimation methodologies, all in preparing accordance with GAAP, that were used in preparation of the 2013 Baseline Financial Statements underlying the 2013 Audited Annual Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (cii) Seller 1 The Base Purchase Price payable at Closing shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth be (A) those objections (if any) that Buyer and Seller 1 have resolved and increased on a dollar for dollar basis by the resolution amount of such objections and Estimated Closing Date Cash, (B) those objections that remain unresolved and (2) engage decreased by the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis amount of any unresolved objection Estimated Closing Date Indebtedness, (C) decreased on a dollar for dollar basis by Buyer described in the preceding sentenceamount of any Estimated Closing Date Transaction Expenses, and Seller 1 shall deliver promptly to either (D) increased if the Neutral Accountant Estimated Closing Date Working Capital is more than the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewithWorking Capital Target, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed difference or (E) decreased if the Estimated Closing Date Working Capital is less than the Working Capital Target, by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(cdifference (collectively, the “Closing Date Adjustment”). (iii) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and At least two (2) business days before the Closing Statement Closing, Target shall, and Principals shall cause Target to, prepare and deliver to Buyer a flow of funds statement (the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution “Flow of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(dFunds Statement”) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of setting forth: (A) the Estimated Base Purchase Price minus Price; (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of Date Adjustment; and (AC) the Adjusted Purchase Price minus (Bapplicable payees, amounts payable and wire instructions for all amounts payable under Section 2(b) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capitalhereof.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. Within ninety (b90) Within 60 days after the Closing Date, Buyer Pfizer shall prepare and deliver to Purchaser a statement of the Working Capital of the Business as of the Closing Statement to Seller 1Date (the "Working Capital Statement"). The Closing Working Capital Statement shall be prepared unaudited and shall state the Working Capital of the Business as of the Closing Date, calculated using the spot exchange rates for the appropriate currencies as published in the Wall Street Journal, Eastern Edition, on the Closing Date taking into account any transfers made pursuant to Section 2.3(c) and the settlement of any 42 Liabilities referred to in Section 2.6(e) after the Closing Date, which for the purposes of the Working Capital Statement shall be deemed to have been settled on the Closing Date at the amount settled. Purchaser shall provide Pfizer with access to the books, records, and personnel of the Business necessary for Pfizer to prepare the Working Capital Statement. (b) Purchaser may dispute the amounts reflected on the line items of the Working Capital Statement (a "Disputed Item"), but only (i) on the basis that an entry contained on such Working Capital Statement is based on facts or occurrences arising solely between the date of the Financial Statements and the date of the Working Capital Statement, (ii) a Disputed Item does not reflect, or has not been made in a manner consistent with with, the accounting principlesprovisions of this Agreement, practices, policies and methods expressly set forth on Schedule 1.5 and, (iii) to the extent not specifically detailed on Schedule 1.5the amount disputed with respect to all Disputed Items exceeds $2,750,000 in the aggregate; provided, however, the accounting principlesPurchaser shall notify Pfizer in writing of each Disputed Item, practicesand specify the amount thereof in dispute and the basis therefor, policies and procedures required or permitted within ninety (90) days after receipt of the Working Capital Statement. The failure by GAAP and applied Purchaser to provide a notice of Disputed Items to Pfizer within such ninety (90) day period 43 will constitute Purchaser's acceptance of all the items in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Working Capital Statement. (c) Seller 1 If a notice of Disputed Items shall deliver be timely delivered pursuant to Buyersubclause (b) above, Pfizer and the Purchaser shall, during the ten (10) Business Days following the date of such delivery (the "Resolution Period"), negotiate in good faith to resolve the Disputed Items. If during such Resolution Period the parties are unable to reach agreement, Pfizer and the Purchaser shall refer all unresolved Disputed Items to PriceWaterhouseCoopers, or any other independent accounting firm as Pfizer and Purchaser shall mutually agree upon (the "Independent Accountant"). The Independent Accountant shall make a determination with respect to each unresolved Disputed Item within 45 fifteen (15) days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement its engagement by Pfizer and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant Purchaser to resolve such unresolved objectionsDisputed Items, including entering into a customary engagement letter which determination shall be made in accordance with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures rules set forth in this Section 1.5(d2.8. The Independent Accountant shall deliver to Pfizer and Purchaser, within such fifteen (15) for resolving disputes with respect day period, a report setting forth its adjustments, if any, to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Working Capital Statement and the Adjusted Purchase Price calculations supporting such adjustments. Such report shall be final, binding on the parties and conclusive. Pfizer and Purchaser shall each pay 44 one-half of all the costs incurred in a court of competent jurisdiction in accordance connection with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses engagement of the Neutral Accountant for its services under Independent Accountant. As used herein, "Final Working Capital" shall mean (i) if no notice of Disputed Items is delivered by Purchaser within the period provided in subclause (b) above, Working Capital of the Business as shown in the Working Capital Statement as prepared by Pfizer, or (ii) if such a notice of Disputed Items is delivered by Purchaser, either (x) Working Capital of the Business as agreed to in writing by Pfizer and Purchaser, (y) Working Capital of the Business as shown in the Independent Accountant's calculation delivered pursuant to this Section 1.5(d). subclause (ec) If the Adjusted Purchase Price provided that such calculation is at least $2,750,000 less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, amount shown in the Working Capital Statement as prepared by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement Pfizer or (z) if such Independent Accountant's calculation is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater not at least $2,750,000 less than the Estimated Purchase Priceamount shown in the Working Capital Statement as prepared by Pfizer, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy Working Capital of the Parties for disputes regarding Business as shown in the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working CapitalStatement as prepared by Pfizer.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before PREPARATION OF FINAL WORKING CAPITAL STATEMENT. As promptly as practicable following the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. Closing Date (b) Within but in no event later than 60 days after the Closing Date), the Buyer shall prepare prepare, and deliver cause Ernst & Young LLP, the accountants of the Buyer (the "Buyer's Accountants"), to certify, a statement (the "Final Working Capital Statement") setting forth the computation of the Final Working Capital (as defined below) of the Seller as of the Closing Statement to Seller 1. The Closing Statement Date, which statement shall be prepared on a basis consistent in accordance with generally accepted accounting principles ("GAAP") consistently applied with the accounting principleshistorical financials of the Seller. For purposes of preparing the Final Working Capital Statement, practices"Final Working Capital" shall mean working capital as determined in accordance with Chapter 3 of Accounting Research Bulletin 43 and other GAAP, policies consistently applied with the Seller's historical financials, and methods expressly set forth on Schedule 1.5 and, (i) specifically including the Seller's prepaid deposits to the extent not such deposits have value and are recoverable, but specifically detailed excluding security deposits on Schedule 1.5outstanding operating leases considered as other assets on the Seller's financial statements, the accounting principles(ii) specifically excluding current liabilities included in Designated Debt, practices(iii) specifically excluding prepaid expenses with no value on a going-forward basis, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request (iv) inventory shall be, as of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 Date, good, usable and of merchantable quality. The Seller's inventory shall deliver to Buyerinclude no items, within 45 days after Buyer’s delivery unless a reserve has been established with respect thereto on the books of the (d) If Seller 1 objects to the Closing Statement and any such objections Seller, which are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and over one year old, (B) those objections that remain unresolved and in excess of one year's sales requirements, based on the Seller's historical sales to its continuing customers, (2C) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in decorated or colored items (other than white) for which the scope of Seller has no customer purchase orders, or any item, or the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly matching component to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described item, which has been discontinued in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(cSeller's product line or (D) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review discontinued by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range Seller's customers for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capitalthere are no other current customers.

Purchase Price Adjustment. (a) The Estimated Purchase Price and parties hereby jointly designate a target working capital amount of $766,874.58 as of the Adjusted Purchase Price Effective Date (the “Target Working Capital”), as included in Schedule 3.3 (the “Target Working Capital Statement”). The “working capital” shall be determined calculated as follows: (ai) At least two 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 Days before purchased by Sellers on or after June 18, 2012 shall be purchased by Purchaser at 100% of cost; (iv) all Inventory, as of the ClosingEffective Date, Seller 1 will deliver of the Business committed to Buyer a statement calculating in-process jobs (i.e., works in progress), as noted in the Estimated Net Working Capital. The Estimated Net Working Capital will inventory system, shall be used to calculate purchased by Purchaser at 100% of cost; and (v) all other Inventory of the Estimated Purchase PriceBusiness at the Effective Date and not covered in clauses (iii) or (iv) above shall be purchased by Purchaser at 50% of cost. (b) Within 60 ninety (90) days after the Closing Effective Date, Buyer Purchaser shall prepare cause to be prepared and deliver delivered to Sellers a working capital statement (the Closing Statement to Seller 1“Final Working Capital Statement”), setting forth in reasonable detail its calculation of the working capital as of the Effective Date (the “Final Working Capital”). The Closing Final Working Capital Statement shall be prepared on a basis consistent in accordance with the same accounting principles, practices, methodologies and policies and methods expressly set forth on Schedule 1.5 and, used in the preparation of the Target Working Capital Statement. The parties shall negotiate in good faith to resolve any disputed items in the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Final Working Capital Statement. (c) Seller 1 In calculating the Final Working Capital, Purchaser may remove any Accounts Receivable acquired pursuant to Section 2.1(h) that remain outstanding as of the date that Purchaser delivers to Sellers the Final Working Capital Statement. Sellers shall deliver refund to BuyerPurchaser that portion of the Purchase Price allocated to such Accounts Receivable, within 45 days after Buyer’s delivery with the amount refunded to constitute a downward adjustment to the Target Working Capital, and whereupon such Accounts Receivable shall be deemed to be Excluded Assets for purposes of thethis Agreement. Any refunds made pursuant to this Section 3.3(c) shall be included in and subject to the limitations set forth in Section 3.3(d). (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price Final Working Capital is less than the Estimated Purchase PriceTarget Working Capital, then Seller 1 the Sellers shall promptly pay an amount in cash equal to Buyersuch shortfall to Purchaser, by wire transfer but in no event shall Sellers be obligated to reimburse any amounts in excess of immediately available funds, within three Business Days after $200,000 in the date on which the Final Closing Statement is finally determined pursuant to aggregate under this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price3.3. If the Adjusted Purchase Price Final Working Capital is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Target Working Capital, and Article VI then Purchaser shall not apply promptly pay an amount in cash equal to such excess to the Sellers, but in no event shall Purchasers be obligated to pay any such dispute amounts in respect excess of $200,000 in the determination of Estimated Net Working Capital and the Actual Net Working Capitalaggregate under this Section 3.3.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before On the ClosingClosing Date, Seller 1 will deliver shall conduct a physical count of the Inventories; provided, that if the Closing shall occur in the period between December 27, 2010 and December 31, 2010, such physical count shall be conducted as promptly as reasonably practicable after the Closing Date and, in any event, shall be reconciled to Buyer a statement calculating the Estimated Net Working Capitalamount of Inventories as of the Closing Date. The Estimated Net Working Capital will Purchaser's representatives shall be used allowed to calculate the Estimated Purchase Price. be present when such physical count is taken. Within ninety (b90) Within 60 days after the Closing Date, Buyer Seller shall prepare and deliver to Purchaser an unaudited statement of the Closing Statement to Seller 1. The Date Inventories as of the Closing Statement shall be prepared Date, including detail by SKU and expiration date(s), calculated on a basis consistent with the Seller’s accounting principles, practices, policies practices and methods expressly using standard cost as set forth on Schedule 1.5 and2.6(a) (the “Inventories Statement”). Purchaser shall provide Seller, and any Person designated by Seller in writing, with access to the extent not specifically detailed on Schedule 1.5, books and records of the accounting principles, practices, policies and procedures required or permitted Business constituting Purchased Assets as may reasonably be requested by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Inventories Statement. Subject to the provisions of Section 7.1, Purchaser shall be permitted to review the books and records of Seller relating to, and physical inventories of, the Products during the seventy-five (75) day period following the Closing. For purposes of determining the Inventories Statement only, any Inventory that is determined by Purchaser to be defective or not fit for sale or adulterated within the meaning set forth in any applicable Law shall be disregarded; provided, however, Purchaser shall notify Seller promptly in writing, but in no event later than seventy-five (75) days immediately following the Closing, of any such Inventory that Purchaser deems adulterated, defective or not fit for sale in accordance with this Section 2.6(a) and describing with specificity the SKU and batch, the manner in which it is adulterated, defective or not fit for sale, and such other information as reasonably requested by Seller. For purposes of Section 2.6(b), any such notice shall be deemed a “Disputed Item” and shall be subject to the terms and conditions of Section 2.6(b). The failure of Purchaser to give notice to Seller of any Inventory that Purchaser deems to be adulterated, defective or not fit for sale within such seventy-five (75) day period immediately following the Closing shall not limit or prevent in any way Purchaser from making an otherwise available claim pursuant to Section 8.1 in respect of any breach of any representation, warranty or covenant of Seller contained herein. During the sixty (60)-day period following Purchaser’s receipt of the Inventories Statement, Purchaser shall be permitted to review the working papers and other books and records of Seller and its Affiliates relating to the Inventories Statement, and shall be given access to the employees of Seller and its Affiliates for purposes of evaluating the Inventories Statement. Purchaser may dispute the amounts or items reflected on or omitted from the Inventories Statement (each, a “Disputed Item”); provided, however, that Purchaser shall notify Seller in writing of each Disputed Item, and specify the amount thereof in dispute and the basis therefor, within sixty (60)-days after receipt of the Inventories Statement. The failure by Purchaser to provide a notice of Disputed Items to Seller within such sixty (60)-day period shall constitute Purchaser’s acceptance of all the items reflected on the Inventories Statement. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (db) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer a notice of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority Disputed Items shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement timely delivered pursuant to Section 1.5(b2.6(a), Seller and Purchaser shall, during the twenty (20) and Business Day period immediately following the amount date of such item proposed by delivery (the “Resolution Period”), negotiate to resolve the Disputed Items. If, during the Resolution Period, the Parties are unable to reach agreement, Seller 1 in Sellers’ statement and Purchaser shall refer all unresolved Disputed Items to Deloitte & Touche LLP, or any other independent accounting firm as Seller and Purchaser shall mutually agree upon (the “Independent Accountant”). Such reference shall be made within ten (10) Business Days of objections delivered pursuant to Section 1.5(c) and (z) termination of the Neutral Resolution Period, whereupon the Independent Accountant shall issuebe instructed to make a determination with respect to each unresolved Disputed Item within thirty (30) days after such reference, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution which determination shall be final, conclusive made in accordance with the standards and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures requirements set forth in this Section 1.5(d) for resolving disputes with respect 2.6. The Independent Accountant shall be instructed to deliver to Seller and Purchaser, within such thirty (30)-day period, a report setting forth its adjustments, if any, to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Inventories Statement and the Adjusted Purchase Price calculations supporting such adjustments. Such report shall be final and binding on the Parties and conclusive. Seller and Purchaser shall each pay one-half of all the costs incurred in a court of competent jurisdiction in accordance connection with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses engagement of the Neutral Independent Accountant. For purposes of clarity, such costs do not include any adjustments determined by the Independent Accountant for its services under this hereunder. As used herein, “Final Inventories” shall mean (i) if no notice of Disputed Items is delivered by Purchaser within the period provided in Section 1.5(d2.6(a). , Closing Date Inventories as shown on the Inventories Statement as prepared by Seller or (eii) If if such a notice of Disputed Items is delivered by Purchaser, either (x) Closing Date Inventories as agreed to in writing by Seller and Purchaser or (y) if there is no such agreement in writing, Closing Date Inventories as shown in the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined Independent Accountant’s calculation delivered pursuant to this Section 1.52.6(b). The Parties have mutually agreed to the appointment of Deloitte & Touche LLP as the Independent Accountant. The Parties represent and acknowledge that they have discussed their and their Affiliates past contacts, if any, with Deloitte & Touche LLP, and that neither Party shall have the right to object to Deloitte & Touche LLP’s service in such role by reason of past contacts. The scope of the disputes to be resolved by the Independent Accountant shall be limited to the unresolved Disputed Items (and the Independent Accountant shall determine and reflect on its report, for each Disputed Item, whether Seller’s or Purchaser’s position with respect to such Disputed Item is correct (or whether an amount equal between Seller’s and Purchaser’s amount for such Disputed Item is correct)), and no other determination by the Independent Accountant shall be binding on the Parties. Any determinations by the Independent Accountant, and any work or analyses performed by the Independent Accountant, in connection with its resolution of any dispute under this Section 2.6, shall not be admissible in evidence in any suit, action or proceeding between the Parties, other than to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay extent necessary to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to enforce payment obligations under this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital2.6.

Purchase Price Adjustment. (a) The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: decreased, dollar for dollar (athe "Purchase Price Adjustment"), in the event that on the Closing Date the Company's Net Cash is less than the applicable amounts set forth on Schedule 2.15(a) At least two Business Days before hereto in the Closing, Seller 1 will deliver to Buyer a statement calculating column for the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate period during which the Estimated Purchase PriceClosing Date occurs. (b) Within 60 As promptly as practical, and in any event not less than two (2) days before the Closing Date, the Company shall prepare and deliver to Acquisition Sub (i) a good faith estimate of Net Cash as of the close of business on the Closing Date (the "Net Cash Estimate"), (ii) a calculation of the amount of the Purchase Price Adjustment, if any, derived from the Net Cash Estimate (the "Estimated Calculation") and (iii) a certificate of the Company's Chief Executive Officer and Vice President of Finance and Administration certifying at the time of delivery of the Net Cash Statement that such was prepared on the basis and using the same accounting policies, principles, methodologies and estimates used in preparing the December 2001 Balance Sheet. (c) If the Estimated Calculation would result in a Purchase Price Adjustment, then the Purchase Price shall be decreased at the Closing in the amount of such Purchase Price Adjustment (the "Estimated Purchase Price Adjustment"). (d) As promptly as practical, and in any event not more than forty-five (45) days after the Closing Date, the Buyer shall prepare and deliver the Closing Statement to Seller 1. The Closing Statement shall be prepared on a basis consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. Stockholder Representative (ci) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth the Buyer's final calculation of Net Cash as of the close of business on the Closing Date (Athe "Net Cash Statement"), (ii) those objections (a calculation of the amount, if any, of the Purchase Price Adjustment derived from the Net Cash Statement (the "Buyer's Calculation") and (iii) a certificate of the Buyer's Chief Financial Officer certifying at the time of delivery of the Net Cash Statement that such was prepared on the basis and using the same accounting policies, principles, methodologies and estimates used in preparing the December 2001 Balance Sheet. In connection with the preparation of the Net Cash Statement, the Company, the Stockholder Representative and the Stockholders shall cooperate, and cause their agents and representatives to cooperate, with the Buyer and Seller 1 have resolved its agents and representatives, including Xxxxxx Xxxxxxxx LLP, and shall provide such agents and representatives access to such books, records and information as may be requested from time to time. (e) The Net Cash Statement and the Buyer's Calculation shall be conclusive and binding on the parties unless the Stockholder Representative delivers to Buyer a notice specifying in reasonable detail the respects in which it objects to the Net Cash Statement (the "Objection Notice") within forty-five (45) days following the Stockholder Representative 's receipt of the Net Cash Statement and the Buyer's Calculation. In connection with the Stockholder Representative 's review of the Net Cash Statement, the Buyer shall cooperate, and cause its agents and representatives to cooperate, with the Stockholder Representative and its agents and representatives, including PricewaterhouseCoopers LLC, and shall provide such agents and representatives access to such books, records and information as may be requested from time to time. If the Company delivers an Objection Notice, the Buyer, the Stockholder Representative and their respective accountants shall negotiate among themselves for a period of fifteen (15) days thereafter in an attempt to resolve the objections stated therein. If no resolution of is reached within such objections fifteen (15) day period, then the Stockholder Representative and (B) those objections the Buyer shall select an independent accounting firm that remain unresolved and has not represented the Buyer or the Stockholder Representative within the preceding two (2) engage years (the Neutral Accountant "Independent Accountant") to resolve such unresolved objections, including entering into review the Company's books and related information to prepare a customary engagement letter with the Neutral Accountant in which the scope statement setting forth its determination of Net Cash as of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare close of business on the Closing Statement and to determine Date (the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c"Definitive Net Cash Statement") and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by calculate the amount of the Purchase Price Adjustment, if any, derived from the Net Cash Statement (the "Definitive Calculation"). The Independent Accountant shall be directed to determine Net Cash using the same accounting policies, principles, methodologies and estimates used in preparing the December 2001 Balance Sheet and shall be supplied such item proposed by Buyer in its Closing information, books and records and access to such individuals as it may reasonably require from any party. The parties shall use their commercially reasonable efforts to cause the Independent Accountant to deliver the Definitive Net Cash Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, Definitive Calculation within 60 thirty days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing selection. The Definitive Net Cash Statement and the Adjusted Purchase Price, in each case reflecting Definitive Calculation shall be final and binding on the Neutral parties hereto absent manifest error. Fifty percent (50%) of the cost of the Independent Accountant’s resolution 's review and determination (the "Independent Determination") shall be borne by the Buyer and fifty percent (50%) of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution cost shall be final, conclusive and binding upon paid from the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). Escrow Account. (ef) If the Adjusted Buyer's Calculation or the Definitive Calculation, as the case may be, reflects a Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is Adjustment greater than the Estimated Purchase PricePrice Adjustment (if any), then the Buyer shall pay promptly be entitled to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount in cash from the Escrow Account equal to the difference of (A) between the Adjusted Purchase Price minus (B) Buyer's Calculation or the Definitive Calculation, as the case may be, and the Estimated Purchase Price. Payment in accordance with this Price Adjustment deducted from the Purchase Price pursuant to Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital2.15(c), and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capitalif any.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Schedule 1.09 of the Seller Disclosure Schedules sets forth a calculation of the net working capital and the cash and cash equivalents of the IM Business Days before as of September 30, 2011 (the Closing“Sample Closing Statement”), Seller 1 will deliver to Buyer a statement calculating including the Estimated Net Working Capital. The Estimated Net Working Capital asset and liability line items, general ledger accounts and certain accounting principles used in such calculation, and assuming that all of such asset and liability line items and general ledger accounts that constitute Purchased Assets, Assumed Liabilities or Assumed Taxes under this Agreement or are the assets or liabilities of an IM Business Entity will be used transferred to calculate the Estimated Purchase PricePurchaser or its Affiliates as of the Closing Date. (b) Within 60 days after At least five (5) Business Days prior to the Closing Date, Buyer the Seller shall prepare cause to be prepared and deliver delivered to the Purchaser a closing statement (the “Closing Statement”) setting forth a good faith estimate of the Adjustment Amount (such estimate, the “Estimated Adjustment Amount”) and the calculation of such Estimated Adjustment Amount, including estimates of the Closing Working Capital and Cash Amount. The Seller and the Purchaser shall discuss any objections of the Purchaser to the Closing Statement in good faith. Purchaser shall be entitled to review the Closing Statement and the calculation of the Estimated Adjustment Amount and any notes thereto that are used to prepare such calculations, and such calculations shall be subject to the reasonable confirmation of Purchaser that such calculations are consistent in all material respects with the Transaction Accounting Principles and the definitions in this Agreement, and so long as such calculations are consistent in all material respects with the Transaction Accounting Principles and the definitions in this Agreement, Purchaser shall not raise any objections to resulting amounts. Seller 1shall make available to Purchaser such information as is reasonably necessary to allow Purchaser to review and evaluate such estimates. The Closing Statement shall be prepared in accordance with the same accounting principles, practices, methodologies and policies, including the use of the same line items and line item entries, set forth on a basis and used in the preparation of the Sample Closing Statement, and, to the extent not in conflict therewith, GAAP; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement which cannot appropriately be placed in line items and line item entries previously used by the Seller, but that constitute Purchased Assets, Assumed Liabilities, Assumed Taxes or the assets or liabilities of an IM Business Entity will also be included to the extent consistent with the accounting principles, practices, methodologies and policies applied in preparing the Sample Closing Statement. The principles, practices, methodologies and methods expressly set forth on Schedule 1.5 andpolicies determined in accordance with the immediately preceding sentence are referred to herein as the “Transaction Accounting Principles”. (c) Within ninety (90) days after the Closing Date, the Seller shall cause to be prepared and delivered to the extent Purchaser a working capital statement (the “Post-Closing Statement”), setting forth the Adjustment Amount and the calculation of the Adjustment Amount, including the Closing Working Capital and Cash Amount, in each case, prepared and calculated in good faith and in the manner and on a basis consistent with the Transaction Accounting Principles. (d) Within thirty (30) days following receipt by the Purchaser of the Post-Closing Statement, the Purchaser shall deliver written notice to the Seller of any dispute the Purchaser has with respect to the preparation or content of the Post-Closing Statement; provided, however, that any such disputes will be limited to the determination of the Adjustment Amount and the Purchaser may not specifically detailed on Schedule 1.5, dispute the accounting principles, practices, methodologies and policies and procedures required or permitted by GAAP and applied used in preparing the 2013 Baseline Financial Statements underlying Post-Closing Statement unless they are different than the 2013 Audited Financial StatementsTransaction Accounting Principles. At If the request Purchaser does not so notify the Seller of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects a dispute with respect to the Post-Closing Statement and any within such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c)thirty (30)-day period, Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Post-Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall will be final, conclusive and binding upon on the Parties parties. In the event of such notification of a dispute, the Purchaser and the Seller shall negotiate in good faith to resolve such dispute. If the Purchaser and the Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after the Purchaser advises the Seller of its objections, then the Purchaser and the Seller jointly shall engage Xxxxx Xxxxxxxx LLP (the “Independent Accounting Firm”) to resolve such dispute. As promptly as practicable, and in any event not more than fifteen (15) days thereafter, the Purchaser and the Seller shall each Party agrees that it will not make any claim with regard prepare and submit a presentation detailing each party’s complete statement of proposed resolution of the dispute to the Neutral Accountant’s decision Independent Accounting Firm. As soon as practicable thereafter, the Purchaser and the Seller shall cause the Independent Accounting Firm to review this Agreement and the disputed items or ask amounts for the purpose of calculating the Adjustment Amount. In making such calculation, the Independent Accounting Firm shall consider only those items or amounts in the Post-Closing Statement as to which the Purchaser has disagreed. Such Independent Accounting Firm shall deliver to the Purchaser and the Seller, as promptly as practicable, a review by any Governmental Entity or otherwisereport setting forth such calculation. Such report shall be final and binding on the Purchaser and the Seller. The procedures cost of such review and report shall be borne by the party whose calculation of the Adjustment Amount delivered pursuant to Section 1.09(c) or Section 1.09(d), as applicable, is closer in value to the Adjustment Amount as finally delivered by the Independent Accounting Firm, and otherwise equally by the Purchaser and the Seller. (e) For purposes of complying with the terms set forth in this Section 1.5(d) for resolving disputes 1.09, each party shall cooperate with respect and make available to the Closing Statement other parties and their respective representatives all information, records, data and working papers (including the audit findings from the IM Business Entities’ 2011 audit, when available), in each case, to the extent related to the Purchased Shares, Purchased Assets, Assumed Liabilities, Assumed Taxes, IM Business Entities or IM Business, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the sole preparation and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination analysis of the Post-Closing Statement and the Adjusted Purchase Price in a court resolution of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). any disputes thereunder. (ef) (i) If the Adjusted Purchase Price Adjustment Amount (as finally determined pursuant to Sections 1.09(c) and 1.09(d)) is less than the Estimated Purchase PriceAdjustment Amount, then the Purchase Price will be adjusted downward by the amount of such shortfall, and the Seller 1 shall pay or cause to Buyer, be paid an amount in cash equal to such shortfall to the Purchaser by wire transfer of immediately available funds, funds to an account or accounts designated in writing by the Purchaser to the Seller. Any such payment is to be made within three five (5) Business Days after of the date on which the Final Closing Statement Adjustment Amount is finally determined pursuant to this Section 1.5, an amount equal to the difference of Sections 1.09(c) and 1.09(d). (Aii) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price Adjustment Amount (as finally determined pursuant to Sections 1.09(c) and 1.09(d)) is greater than the Estimated Purchase PriceAdjustment Amount, then Buyer the Purchase Price will be adjusted upward by the amount of such excess, and the Purchaser shall pay or cause to be paid an amount in cash equal to such excess to the Seller 1, by wire transfer of immediately available funds, funds to an account or accounts designated in writing by the Seller to the Purchaser. Any such payment is to be made within three five (5) Business Days after of the date on which the Final Closing Statement Adjustment Amount is finally determined pursuant to this Section 1.5, an amount equal to the difference of (ASections 1.09(c) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital1.09(d).

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. (b) Within 60 days after the Closing Date, Buyer Seller shall prepare and deliver the Closing Statement cause to Seller 1. The Closing Statement shall be prepared and shall deliver to Purchaser a balance sheet of the Division (the "CLOSING BALANCE SHEET"), as of the close of business on June 30, 1997, which Closing Balance Sheet shall (i) not include Excluded Assets or Excluded Liabilities, (ii) not include an accrual for vacation benefits, (iii) be prepared in a basis manner consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 preparation of the March Balance Sheet and, except as described on SCHEDULE 4.05 hereto, in accordance with GAAP, (iv) be audited by Coopers (under the supervision of the Coopers audit partner who supervised the most recent audit of Seller's financial statements), and (v) be accompanied by a statement prepared by Seller (the "NET ASSET VALUE STATEMENT") of the Net Asset Value of the Division at such date. In connection with the preparation of the Closing Balance Sheet, after the Closing Purchaser shall provide Seller with access to the Continued Employees (including without limitation temporary (contract) Continued Employees Jay Xxxxxxx, Xxke Xxxxxx xxx Doloxxx Xxxxxxx) xxo, prior to the Closing, worked on the preparation of the Closing Balance Sheet, and such Continued Employees shall continue to work on the preparation of the Closing Balance Sheet and shall assist Seller in the review and finalization by Seller of such Closing Balance Sheet. (b) A physical count of inventory (to the extent not specifically detailed on Schedule 1.5necessary for audited financial statements) has been conducted by Seller prior to and as close as practicable to June 30, 1997 for the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in purpose of preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial StatementsClosing Balance Sheet. At the request A copy of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any all documents prepared in connection with such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital.inventory

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. Within six (b6) Within 60 days months after the Closing Date, Buyer shall prepare and deliver deliver, or shall cause the Company to deliver, a statement of the Company's Working Capital (the "Working Capital Statement"), dated as of the Closing Date. For purposes of this Agreement, the Company's Working Capital shall be calculated by deducting the Company's liabilities from the Company's current assets (as such items are defined by and determined in accordance with GAAP); provided, that, the parties agree that the Company's outstanding debt under the Bank of America Loan shall not be included in the calculation of the Company's Working Capital and; provided, further, that, the parties agree that, (i) if the amount by which barter liabilities as of the Closing Date exceeds barter receivables as of the Closing Date (the "Net Barter Liability Position") is less than Thirty-Five Thousand Dollars ($35,000), such Net Barter Liability Position shall not be factored into the calculation of the Company's Working Capital and (ii) if, as of the Closing Date, the Net Barter Liability Position equals or exceeds Thirty-Five Thousand Dollars ($35,000) such excess Net Barter Liability Position shall be factored into the calculation of the Company's Working Capital. The Working Capital Statement shall: (i) set forth the Working Capital of the Company as of the Closing Date; (ii) be determined in accordance with GAAP; and (iii) be certified by the President of the Company as having been prepared consistent with the provisions of this Section 2.4(a). For purposes of determining the accounts receivable balance as of the Closing Date and the appropriate allowance for doubtful accounts as of the Closing Date, any post-Closing adjustments made to such balances shall be in accordance with GAAP and shall reflect that any payments received by the Company in satisfaction of any outstanding accounts receivable balance are applied to the oldest such outstanding balance (i.e., "first in, first out"), unless such application is, in the Buyer's reasonable discretion, validly disputed by the account debtor. If Seller so requests, by notice given within two (2) business days after the delivery of the Working Capital Statement, the Company shall assign to Seller 1. any accounts receivable owing to the Company from or related to the operation of the Station prior to the Closing Date which have been deemed uncollectible. (b) The Closing Working Capital reflected on the Working Capital Statement shall be prepared on a basis consistent with conclusive and binding upon the accounting principlesparties unless within two (2) business days after the delivery of the Working Capital Statement to Seller, practices, policies Seller notifies Buyer of his objection thereto. In the event that Buyer and methods expressly set forth on Schedule 1.5 and, Seller are unable to resolve any dispute concerning the extent not specifically detailed on Schedule 1.5Working Capital Statement, the parties shall engage an independent, national or regional accounting principles, practices, policies firm which is mutually agreeable to Buyer and procedures required or permitted by GAAP Seller to calculate the Company's Working Capital in accordance with Section 2.4(a) hereof. If Buyer and applied in preparing Seller are unable to agree upon an accounting firm to perform the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1calculation, Buyer and Seller shall deliver each select an independent, national or regional accounting firm who will then agree upon a third independent, national or regional accounting firm to Seller 1 or its advisors perform the work papers used calculation. The calculation performed by Buyer to prepare the Closing Statementselected accounting firm will be conclusive and binding upon the parties. (c) Seller 1 In the event that the Working Capital as reflected on the Working Capital Statement is equal to or greater than Zero Dollars ($0): (i) the Post-Closing Escrow Deposit, together with any interest earned thereon, shall deliver be paid to Seller; (ii) the interest earned on the Escrow Deposit prior to Closing shall be paid to Buyer; and (iii) Buyer shall pay the amount, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Working Capital exceeds Zero Dollars ($0) (the "Overage") to Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available fundsfunds to such bank or other financial institution as shall be designated by Seller at least three (3) business days after Seller's receipt of the Working Capital Statement as an increase in the Purchase Price. (d) In the event that the Working Capital as reflected on the Working Capital Statement is less than Zero Dollars ($0), within three Business Days after but the date on amount by which the Final Working Capital is less than Zero Dollars ($0) (the "Shortage") is less than or equal to One Hundred Thousand Dollars ($100,000), (i) the amount of such Shortage, together with any interest earned thereon, shall be paid to Buyer out of the Post-Closing Escrow Deposit as a reduction in the Purchase Price and (ii) the remainder of the Post-Closing Escrow Deposit, if any, together with any interest earned thereon, shall be paid to Seller. (e) In the event that the Working Capital as reflected on the Working Capital Statement is finally determined pursuant to this Section 1.5, an less than Zero Dollars ($0) and the amount equal to of the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price Shortage is greater than One Hundred Thousand Dollars ($100,000), the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer amount of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) any such Shortage shall be offset first against the sole interest and exclusive remedy of then, if necessary, against the Parties for disputes regarding principal payable under the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working CapitalPromissory Note.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before Seller agrees that it shall refund to Purchaser, pursuant to the Closingterms of this Section 2.05, a portion of the Closing Date Payment Amount equal to the Asset Adjustment Amount (as defined below). As of the Closing Date, the books of Seller shall be deemed "closed," a physical inventory shall be taken of the Assets, and within 60 days (or such longer period as is required for an audit to be completed) of such date the independent auditors selected by Purchaser shall have performed a balance sheet audit of the Assets (at Purchaser's expense). Such auditors shall prepare a balance sheet based on such physical inventory in accordance with Applicable Accounting Principles (the "Closing Date Balance Sheet"). If requested, Seller 1 will deliver and Xxxxx shall make reasonable efforts to Buyer a statement calculating assist Purchaser and its representatives in the Estimated Net Working Capitalpreparation of the Closing Date Balance Sheet. The Estimated Net Working Capital will Closing Date Balance Sheet shall be used to calculate binding on the Estimated Purchase Priceparties hereto and shall constitute conclusive evidence of the net book value of the Assets. (b) Within 60 days after Promptly upon the Closing DateDate Balance Sheet being delivered to Seller, Buyer but in no event more than 10 days following such date, the Seller shall prepare and deliver pay to Purchaser in immediately available funds the amount on a dollar-for-dollar basis by which the value of the Working Capital as reflected in the Closing Statement to Seller 1Date Balance sheet is less than $[287,546]. The Closing Statement For this purpose, Working Capital shall be prepared on a basis consistent with the accounting principlesequal current assets (exclusive of cash, practicesaccounts receivable which have aged more than 100 days, policies and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly amounts due from Xxxxx) less current liabilities (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issueshortfall, within 60 days of its engagementif any, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d"Asset Adjustment Amount"). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Not less than three Business Days before prior to the anticipated Closing Date, Seller shall prepare in good faith and deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth (i) Seller’s good faith estimate of Closing Cash as of the Reference Time (“Estimated Cash”), (ii) Seller’s good faith estimate of Closing Working Capital Excess or Closing Working Capital Shortfall as of the Reference Time (“Estimated Closing Working Capital Excess” or “Estimated Closing Working Capital Shortfall”, as applicable), (iii) Indebtedness as of the Reference Time (but giving effect to any subsequent incurrence of Indebtedness prior to the Closing) (“Closing Indebtedness”), Seller 1 will deliver (iv) Transaction Expenses incurred but not paid prior to Buyer a statement calculating the Estimated Net Working CapitalClosing (“Closing Transaction Expenses”), (v) the Change of Control Payments to the extent not paid prior to the Closing (“Closing Change of Control Payments”) and (vi) the Initial Closing Date Amount. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. (b) Within 60 days after the Closing Date, Buyer shall prepare and deliver the Closing Statement to Seller 1. The Closing Statement shall be prepared on a basis consistent in accordance with the accounting principles, practices, policies Accounting Principles and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter be accompanied with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers supporting information used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each preparation of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution estimates of each unresolved objection shall be within component of the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Initial Closing Statement delivered pursuant to Section 1.5(b) Date Amount and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision invoices or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes similar supporting documentation with respect to the estimated Closing Transaction Expenses set forth in the Estimated Closing Statement. Prior to the Closing, Purchaser shall have an opportunity to review the Estimated Closing Statement and discuss such statement with the persons responsible for its preparation, and Seller shall, and shall cause the Group Companies to, reasonably cooperate with Purchaser in good faith to respond to any questions regarding the Estimated Closing Statement. If Purchaser and Seller mutually agree to any modifications to any items set forth in the Estimated Closing Statement prior to the Closing, the Estimated Closing Statement shall be revised to reflect such modifications, and the sole document so modified shall constitute the Estimated Closing Statement. Purchaser’s opportunity to review shall in no event delay the Closing or the Closing Date and exclusive method for resolving if Purchaser and Seller disagree on any items set forth in the Estimated Closing Statement at the end of such disputesreview period, except that without any prejudice to Purchaser’s rights under other clauses of this Section 1.5(d) 1.04, Seller’s positions shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price be reflected in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working CapitalStatement.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as followsadjusted in accordance with the following procedures: (a) At least two Business Days before On or prior to the Closing Date, the Seller and Purchaser shall mutually determine a preliminary and estimated balance sheet of the Seller as of immediately prior to the effective time of the Closing, Seller 1 prepared in accordance with generally accepted accounting principles, applied consistently with the Seller's past practices; provided, however, that: (i) any items eliminated in connection with the transactions contemplated hereby (such as Excluded Assets and any other liabilities which are not Assumed Liabilities) shall be excluded therefrom; and (ii) in connection with the computation of current assets, (x) the inventory value of goods purchased prior to 1995 will deliver not be permitted to Buyer a statement calculating the Estimated Net Working Capitalexceed $449,000 (Pre-1995 Inventory"), (y) there will be an inventory reserve of no less than $130,000, and (z) "remnants" (i.e., pieces of less than four yards) will be given no economic value. The Estimated Net Working Capital will balance sheet so agreed-upon shall be used referred to calculate herein as the Estimated Purchase Price"Provisional Closing Balance Sheet". (b) Within 60 Not later than 90 days after the Closing DateClosing, Buyer the Purchaser, at its own cost, shall prepare and deliver to Seller a balance sheet of the Seller as of immediately prior to the effective time of the Closing Statement to Seller 1. The (the "Closing Statement shall be Balance Sheet"), prepared on a basis consistent with the in accordance with: (i) generally accepted accounting principles, practicesapplied consistently with the Seller's past practices (it being understood that the Purchaser will not seek to apply Purchaser's historic inventory valuation policy for such purpose) and (ii) otherwise, policies and methods expressly the provisos set forth on Schedule 1.5 and, in Section 2.4(a) above. The time period for preparation of the Closing Balance Sheet shall be extended for such additional time period that may be required in the event that the Seller and its representatives do not furnish to the extent not specifically detailed on Schedule 1.5, Purchaser books and records (or supplemental information relating thereto) that may be reasonably requested in order for the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer Purchaser to prepare the Closing StatementBalance Sheet. (c) In connection with preparing and finalizing (as hereinafter provided) the Closing Balance Sheet, the parties shall determine (as provided herein) the Working Capital of the Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery as of the (d) If Seller 1 objects immediately prior to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope effective time of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with Closing (the "Closing Date Value"). For purposes of this Agreement. Buyer shall deliver promptly to , "Working Capital" means the Neutral Accountant difference between (i) total current assets of the work papers used by Buyer to prepare Seller, as set forth on the Closing Statement and to determine Balance Sheet, less (ii) the basis Assumed Liabilities of any unresolved objection by Buyer described the Seller, as set forth on the Closing Balance Sheet; in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that each case giving effect to: (x) the scope of its review adjustments described or referred to in clauses (a) and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representativesb) provided to Neutral Accountant in accordance herewithabove, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within procedures for the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures final determination thereof as set forth in the following provisions of this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital2.4.

Purchase Price Adjustment. The Estimated Purchase Price (i) Within sixty (60) days following the Closing Date, the Buyer shall prepare and deliver to the Adjusted Purchase Price shall be determined as follows: Representative (a) At least two Business Days before an unaudited consolidated balance sheet of the Closing, Seller 1 will deliver to Buyer Company and its Subsidiaries as of the Adjustment Calculation Time (the “Closing Balance Sheet”) and (b) a statement calculating (the Estimated “Closing Statement”) setting forth the Buyer’s calculation of Closing Net Working Capital. The Estimated Net Working Capital will Closing Balance Sheet shall be used to calculate prepared in accordance with the Estimated Purchase Price. (b) Within 60 days after the Closing Date, Buyer shall prepare and deliver the Closing Statement to Seller 1Accounting Principles. The Closing Statement shall be derived from the Closing Balance Sheet, and shall be prepared on in accordance with the applicable definitions and other requirements set forth in this Agreement and in a basis manner consistent with the accounting principles, practices, policies and methods expressly example set forth on Schedule 1.5 and, to in Exhibit H attached hereto. During the extent not specifically detailed on Schedule 1.5, sixty (60) days immediately following the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request Representative’s receipt of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to Balance Sheet and the Closing Statement and any such objections are not resolved by Seller 1 period of dispute thereafter with respect thereto, Buyer shall (x) assist the Representative in the review of the Closing Balance Sheet and Buyer within 45 days after Seller 1’s delivery Closing Statement and provide the Representative and its representatives with reasonable access during normal business hours to Buyer of Seller 1’s objection statement pursuant to Section 1.5(cthe books and records (including work papers), Buyer supporting data, employees and Seller 1 shall promptly (1) jointly prepare accountants of the Business to the extent relevant to and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved for the sole purpose of their review of the Closing Balance Sheet and the resolution of such objections Closing Statement, and (By) those objections that remain unresolved reasonably cooperate with the Representative and (2) engage the Neutral Accountant to resolve its representatives in connection with such unresolved objectionsreview, including entering into providing on a customary engagement letter timely basis all other information necessary in connection with the Neutral Accountant in which the scope review of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare Closing Balance Sheet and the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review as is requested by the Neutral AccountantRepresentative or its representatives. The Closing Balance Sheet, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Priceresulting calculation of Closing Net Working Capital shall become final and binding upon the parties hereto sixty (60) days following the Representative’s receipt thereof unless the Representative gives written notice of its disagreement (a “Notice of Disagreement”) to Buyer prior to such date; provided that the Closing Balance Sheet, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution resulting calculation of Closing Net Working Capital shall be final, conclusive become final and binding upon the Parties and each Party agrees that it will not make any claim with regard parties hereto upon the Representative’s delivery, prior to the Neutral Accountantexpiration of the sixty (60) day period, of written notice to Buyer of its acceptance of the Closing Balance Sheet and the Closing Statement. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement and the Representative’s decision or ask for alternative calculation of the disputed amounts, in each case, together with reasonably detailed supporting documentation to the extent the Representative has been provided sufficient information to specify such matters. (ii) If a review timely Notice of Disagreement is received by Buyer, then the Closing Balance Sheet and the Closing Statement (as revised in accordance with this Section 1H(ii)), and the resulting calculation of Closing Net Working Capital, shall become final and binding upon the parties hereto on the earlier of (a) the date any Governmental Entity or otherwiseand all matters specified in the Notice of Disagreement are finally resolved in writing by the Representative and Buyer and (b) the date any and all matters specified in the Notice of Disagreement not resolved by the Representative and Buyer are finally resolved in writing by the Arbiter (as defined below). The Closing Balance Sheet and the Closing Statement shall be revised to the extent necessary to reflect any resolution by the Representative and Buyer and any final resolution made by the Arbiter in accordance with this Section 1H(ii). During the thirty (30) days immediately following the delivery of a Notice of Disagreement or such longer period as the Representative and Buyer may agree in writing, the Representative and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement, and all such discussions related thereto shall (unless otherwise agreed by Buyer and the Representative) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. At the end of such thirty (30) day period or such longer period as the Representative and Buyer may agree in writing, the Representative and Buyer shall submit to McGladrey LLP (the “Arbiter”) for review and resolution of any and all matters (but only such matters) which remain in dispute and which were included in the Notice of Disagreement. Buyer and the Representative shall instruct the Arbiter to, and the Arbiter shall, make a final determination of the items included in the Closing Balance Sheet and the Closing Statement (to the extent such amounts are in dispute) in accordance with Accounting Principles and guidelines and procedures set forth in this Section 1.5(dAgreement and in a manner consistent with the example set forth in Exhibit H attached hereto. Buyer and the Representative will cooperate with the Arbiter during the term of its engagement. Buyer and the Representative shall instruct the Arbiter not to, and the Arbiter shall not, assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or the Representative, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or the Representative, on the other hand. Buyer and the Representative shall also instruct the Arbiter to, and the Arbiter shall, make its determination based solely on submissions by Buyer and the Representative that are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The submissions must be made within fifteen (15) for resolving disputes with respect days of engaging the Arbiter and copies of such submissions shall be provided to each party. The Closing Balance Sheet, the Closing Statement and the resulting calculation of Closing Net Working Capital shall become final and binding on the parties hereto on the date the Arbiter delivers its final resolution in writing to Buyer and the Representative (which final resolution shall be requested by the parties to be delivered not more than forty-five (45) days following submission of such disputed matters), and such resolution by the Arbiter shall not be subject to court review or otherwise appealable. The fees and expenses of the Arbiter pursuant to this Section 1H(ii) shall be borne by Buyer, on the one hand, and the Representative (on behalf of the Sellers), on the other hand, based upon the percentage which the aggregate portion of the contested amount not awarded to each party bears to the aggregate amount actually contested by such party. (iii) If the Estimated Purchase Price is less than the Purchase Price (such shortfall, the “Shortfall Amount”), Buyer shall, within five (5) Business Days after the Closing Balance Sheet and the Closing Statement become final and binding on the parties hereto pursuant to this Section 1H, make payment of the Shortfall Amount by wire transfer in immediately available funds to, or as directed by, the Representative (for the benefit of the Sellers). (iv) If the Estimated Purchase Price is greater than the Purchase Price (such excess, the “Excess Amount”), Buyer and the Representative shall deliver joint written instructions within five (5) Business Days after the Closing Balance Sheet and the Closing Statement become final and binding on the parties hereto pursuant to this Section 1H, to the Escrow Agent instructing the Escrow Agent to make payment to Buyer, by wire transfer in immediately available funds of the Excess Amount from the Escrow Amount in the Escrow Account. (v) Buyer agrees that the working capital adjustment provided for in this Section 1H shall be the sole and exclusive method remedies for resolving any such disputes, except the matters addressed or that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall could be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capitaladdressed therein.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. (bi) Within 60 days after the Closing Date, Sellers shall cause to be prepared and delivered to Buyer shall prepare and deliver a consolidated balance sheet of PHC as of the close of business on the day immediately prior to the Closing Statement to Seller 1Date (such balance sheet, in its final and binding form, the "Closing Net Book Value Statement"). The Closing Net Book Value Statement shall be prepared on in accordance with the Applicable Accounting Principles in a basis manner consistent with the preparation of the Initial Net Book Value Statement (without regard to any purchase accounting principles, practices, policies adjustments arising out of the consummation of the transactions contemplated hereby) and methods expressly the principles set forth on Schedule 1.5 and2(b) hereto (the "Adjustment Principles") which, in the event of a conflict with the Applicable Accounting Principles, shall control. The parties agree that the adjustment contemplated by this Section 2(b) is solely intended to show changes in the assets and the liabilities reflected in Net Book Value from June 29, 1996 (as reflected on the Initial Net Book Value Statement) to the extent not specifically detailed close of business on Schedule 1.5the day immediately prior to the Closing and that any such change can only be measured if the Closing Net Book Value Statement is prepared using the same methodologies, practices and principles (subject to the accounting principles, practices, policies immediately preceding sentence) as were used in connection with the preparation of the Initial Net Book Value Statement. During the preparation of the Closing Net Book Value Statement and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request period of Seller 1any dispute with respect thereto, Buyer shall deliver (A) provide Sellers and Sellers' representatives with full access during normal business hours to Seller 1 or its advisors the books, records (including work papers used by Buyer to prepare papers, schedules, memoranda and other documents), facilities and employees of PHC, (B) provide Sellers as promptly as practicable following the Closing Statement. Date (c) Seller 1 shall deliver to Buyer, within 45 but in no event later than 15 days after Buyer’s delivery the Closing Date) with normal year-end closing financial information for PHC for the period ending as of the (d) If Seller 1 objects the close of business on the day immediately prior to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c)Date, Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (BC) those objections that remain unresolved cooperate fully with Sellers and (2) engage the Neutral Accountant to resolve such unresolved objectionsSellers' representatives, including entering into the provision on a customary engagement letter timely basis of all information necessary or useful in connection with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination preparation of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital.Net

Purchase Price Adjustment. The (a) Within the later of (i) ninety (90) days after the Closing Date and (ii) five (5) days following the receipt from Xxxxxx of the Final Pension Underfunding Amount, the Buyer shall deliver to the Seller a statement (the “Post-Closing Statement”), setting forth the Buyer’s good faith determination of (i) Closing Working Capital and the resulting Working Capital Overage or Working Capital Underage, (ii) Closing Cash, (iii) Closing Indebtedness, (iv) the Company Expenses and (v) the Estimated Purchase Price calculated in accordance with Section 2.1(a), using the amounts of Closing Working Capital and the Adjusted Purchase Price shall be determined resulting Working Capital Overage or Working Capital Underage, Closing Cash, Closing Indebtedness and the Company Expenses as follows: (a) At least two Business Days before set forth in the ClosingPost-Closing Statement, Seller 1 will deliver to Buyer a statement as applicable, instead of the estimated amounts for each such item used in calculating the Estimated Net Working CapitalPurchase Price in the Pre-Closing Statement, in each case of the foregoing clauses (i) through (v), prepared in accordance with the definitions set forth herein, and including reasonable supporting detail of all of the foregoing. The Estimated Net Buyer shall not amend, supplement or modify the Post-Closing Statement following its delivery to the Seller. The Buyer and the Seller acknowledge that no adjustments shall be made to the Working Capital will Target Amount. Once the Buyer has delivered the Post-Closing Statement, the Post-Closing Statement shall be used to calculate deemed irrevocable by the Estimated Buyer for purposes of the calculation of the Final Purchase Price. , and the Buyer shall be foreclosed and barred in all respects from amending, supplementing or modifying the Post-Closing Statement and related calculations following delivery to the Seller; provided, that the Post-Closing Statement may be revised in accordance with Section 2.3(b). The Buyer and the Seller shall jointly engage Xxxxxx to prepare a calculation of the Final Pension Underfunding Amount as of the Closing Date, and shall use reasonable efforts to cause Xxxxxx to deliver such calculation to the Seller and the Buyer no later than seventy-five (b75) Within 60 days after the Closing Date, Buyer shall prepare and deliver the Closing Statement to Seller 1. The Closing Statement shall be prepared on a basis consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted Final Pension Underfunding Amount as determined by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution Xxxxxx shall be final, conclusive and binding on the Parties, absent a showing of fraud or manifest error, and shall be the used as the amount of Indebtedness pursuant to clause (vi) of the definition of Indebtedness for purposes of calculation of the Closing Indebtedness. (b) The Post-Closing Statement shall become final and binding upon the Parties and each Party agrees that it will not make any claim with regard on the forty-fifth (45th) day following the date on which the Post-Closing Statement was delivered to the Neutral Accountant’s decision Seller, unless the Seller delivers a written notice of its disagreement with the Post-Closing Statement (a “Notice of Disagreement”) to the Buyer prior to such date; provided, however, that if the Buyer has not provided the access or ask information to the Seller pursuant to Section 2.3, the deadline for a review Notice of Disagreement shall be tolled until the Buyer provides such access or information pursuant to Section 2.3. If a Notice of Disagreement is delivered to the Buyer in a timely manner, then the Post-Closing Statement (as revised in accordance with this sentence) shall become final and binding upon the Seller and the Buyer on the earlier of (i) the date the Seller and the Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). If the Seller does not timely deliver a Notice of Disagreement to the Buyer, the Post-Closing Statement (and the components thereof) shall become final, conclusive and binding on the Parties. If the Seller timely delivers a Notice of Disagreement to the Buyer, any Governmental Entity or otherwisematters that are not disputed in the Notice of Disagreement shall become final, conclusive and binding on the Parties. The procedures During the thirty (30)-day period following the delivery of a Notice of Disagreement, the Seller and the Buyer shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement, and all such discussions and communications related thereto shall (unless otherwise agreed by the Buyer and the Seller in writing) be governed by, and treated as compromise and settlement negotiations for purposes of, Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If at the end of such thirty (30)-day period the Seller and the Buyer have not resolved in writing the matters specified in the Notice of Disagreement, the Seller and the Buyer shall submit to an independent accounting firm (the “Accounting Firm”), acting as an expert and not as an arbitrator, for resolution, in accordance with the standards set forth in this Section 1.5(d2.3, only matters that remain in dispute. The Accounting Firm shall be Xxxxxxx & Marsal or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Seller and the Buyer in writing, and, the Seller and the Buyer shall enter into a customary engagement letter with, and to the extent necessary each Party and its Affiliates will waive any conflicts with, the Accounting Firm at the time such dispute is submitted to the Accounting Firm and shall cooperate with the Accounting Firm in connection with its determination pursuant to this Section 2.3(b). Within five (5) Business Days after the expiration of such thirty (30)-day period, each of the Buyer and the Seller may deliver to the Accounting Firm its response to the other’s position on the matters that remain in dispute; provided, that it delivers a copy thereof substantially simultaneously to the other. The Seller and the Buyer shall use reasonable efforts to cause the Accounting Firm to render a written decision resolving the matters submitted to the Accounting Firm within thirty (30) days of the receipt of such submission. The scope of the disputes to be resolved by the Accounting Firm shall be limited to correcting mathematical errors and determining whether the items in dispute were determined in accordance with the definitions set forth herein, if applicable, and this Agreement and the Accounting Methodology, and the Accounting Firm is not to make any other determination, including any determination as to (I) whether the Working Capital Target Amount is correct, (II) the accuracy of the representations and warranties set forth in this Agreement (III) the compliance by any Party with any of its covenants in this Agreement or (IV) whether the Final Pension Underfunding Amount determined by Xxxxxx is correct. For the avoidance of doubt, this Section 2.3 is not intended to adjust the enterprise value of the Company or the Final Purchase Price for resolving disputes any errors or omissions, under IFRS or otherwise, that may be found with respect to the Closing Statement Financial Statements. The Accounting Firm’s decision shall be based solely on written submissions by the sole Seller and exclusive method for resolving any such disputesthe Buyer and their respective Representatives (a copy of which shall be delivered to the Buyer or the Seller, except that this Section 1.5(das applicable) and not by independent review and shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination be final and binding on all of the Closing Statement Parties (absent a showing of fraud or manifest error) and the Adjusted Purchase Price be enforceable as an arbitration award in a any court of competent jurisdiction under the terms of the U.S. Federal Arbitration Act or its state law equivalents. The Accounting Firm may not assign a value greater than the greatest value for such item claimed by any Party or smaller than the smallest value for such item claimed by any Party. Judgment may be entered upon the determination of the Accounting Firm in accordance with Section 12.11. Buyer and Seller 1 shall share equally any court having jurisdiction over the Party against which such determination is to be enforced. (i) The up-front engagement fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined Accounting Firm incurred pursuant to this Section 1.5, an amount equal 2.3 in connection with any disputed items submitted to the difference Accounting Firm under this Section 2.3 shall initially be borne 50% by the Seller, on the one hand, and 50% by the Buyer, on the other hand, provided, all such fees, costs and expenses shall ultimately be borne in proportion to the final allocation made by such Accounting Firm of (A) the Estimated Purchase Price minus (B) disputed items weighted in relation to the Adjusted Purchase Priceclaims made by the Seller and the Buyer, such that the prevailing Parties pay the lesser proportion of such fees, costs and expenses. If For example, if the Adjusted Purchase Price is Seller claims that the appropriate adjustments are €1,000 greater than the Estimated Purchase Priceamount determined by the Buyer and if the Accounting Firm ultimately resolves the dispute by awarding to the Seller €300 of the €1,000 contested, then the fees, costs and expenses of the Accounting Firm will be allocated 30% (i.e., 300 ÷ 1,000) to the Buyer and 70% (i.e., 700 ÷ 1,000) to the Seller. (ii) For the avoidance of doubt, all fees, costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Accounting Firm has been engaged shall pay to Seller 1be borne by the Party incurring such fee, by wire transfer cost or expense. (c) For the purposes of immediately available fundsthis Agreement, within three Business Days after the date on which the (i) “Final Closing Statement is Working Capital”, “Final Closing Cash”, “Final Closing Indebtedness” and “Final Company Expenses” means the Closing Working Capital, Closing Cash, Closing Indebtedness and Company Expenses, respectively, as finally agreed or determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital2.3(b).

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before Within sixty (60) days after the Closing, Buyer Parent shall prepare a computation of the Adjustment Amount as of the Closing Date and deliver such computation to Seller 1 Parent. If within twenty (20) days following delivery of such computation Seller Parent does not deliver a written objection thereto to Buyer Parent, then the Adjustment Amount shall be as reflected on the computation provided pursuant to the preceding sentence. If Seller Parent timely objects to the computation, then Buyer Parent and Seller Parent shall negotiate in good faith and attempt to resolve their disagreement. Should such negotiations not result in an agreement within twenty (20) days after delivery of such written objection, then the matter shall be submitted to KPMG, LLP (the "NEUTRAL AUDITOR"). All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor will be borne equally by Buyers and Sellers. The Neutral Auditor will deliver to Buyer Parent and Seller Parent a statement calculating written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Estimated Net Working Capital. The Estimated Net Working Capital Neutral Auditor by Buyer Parent and Seller Parent, or their respective Affiliates) of the disputed items within thirty (30) days of receipt of the disputed items, which determination will be used to calculate final, binding and conclusive on the Estimated Purchase Priceparties. (b) Within 60 days after Promptly following agreement on or delivery of the Closing Datefinal, binding and conclusive computation setting forth the Adjustment Amount, Buyer shall prepare and deliver the Closing Statement to Seller 1. The Closing Statement shall be prepared on a basis consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer Parent and Seller 1 Parent shall promptly (1) jointly prepare and sign account to each other as provided for in this SECTION 2.2(B). If the Adjustment Amount is a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of positive number, then Buyers shall pay Sellers a cash payment equal to such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described excess as an increase in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price Adjustment Amount is greater than a negative number, then Sellers shall pay Buyers a cash payment equal to such deficit as a decrease in the Estimated Purchase Price, then Buyer . Any such excess or deficit payment shall pay to Seller 1, by wire transfer of immediately available funds, be due and payable within three Business Days five (5) days after the date on which the Final Closing Statement Adjustment Amount is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) SECTION 2.2 and shall be the sole and exclusive remedy of the Parties payable in immediately available funds by wire transfer to an account designated by Buyers or Sellers, as applicable, for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capitalpurpose.

Purchase Price Adjustment. (a) The Estimated Purchase Price and the Adjusted Purchase Price shall be determined subject to adjustment after the Closing Date as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Pricespecified in this Section 2.04. (b) Within 60 As soon as practicable after the expiration of 180 days following the Closing Date (but in no event later than 210 calendar days following the Closing Date), Purchaser shall prepare and deliver to Seller a statement (the "Closing Date Current Assets Statement") setting forth the value of the Current Assets for purposes of the Purchase Price after application of the discounts set forth in Section 2.02 (the "Closing Date Current Assets"), which will be determined in accordance with the procedures set forth in the Accounting Procedures attached as Exhibit E and GAAP. The Closing Date Current Assets Statement shall be prepared based on Seller's books and records as of the Closing Date and shall be verified by review by, and shall be accompanied by the statement thereon of, Ernst & Young L.L.P., accountants of Purchaser ("Purchaser's Accountants"), stating that the Closing Date Current Assets have been determined in accordance with the Accounting Procedures. Seller and Purchaser agree that the physical inventory of Seller's Inventory shall be conducted on the Closing Date in accordance with the procedures set forth in the Disclosure Statement. During the preparation of the Closing Date Current Asset Statement by Purchaser and the period of any dispute provided for in Section 2.04(d), Purchaser shall provide Seller and Deloitte & Touche LLP ("Seller's Accountants") access to the books, records, facilities and employees of Purchaser (or the applicable subsidiary on site), and, if agreed by Purchaser's Accountants, the work papers of Purchaser's Accountants, and Purchaser shall cooperate fully with Seller's Accountants, in each case to the extent required by Seller and Seller's Accountants in order to review the Closing Date Current Assets Statement and to investigate the basis for any such dispute. (c) Subject to the limitations set forth in Section 2.04(d), if Purchaser has not received a notice of dispute from Seller in accordance with Section 2.04(d) within 30 Business Days after the date of receipt by Seller of the Closing Date Current Assets Statement: (i) If the value of the Closing Date Current Assets shown on the Closing Date Current Asset Statement is less than the amount of the applicable Purchase Price component applicable to the Current Assets, Seller shall pay to Purchaser, as an adjustment to the Purchase Price, an amount equal to such difference; and (ii) If the value of the Closing Date Current Assets shown on the Closing Date Current Assets Statement is greater than the amount of the applicable Purchase Price component applicable to the Current Assets, Purchaser shall pay to Seller, as an adjustment to the Purchase Price, an amount equal to such excess; provided that the adjustment does not result in a purchase price which exceeds the maximum price set forth in Section 2.02 for either Inventory or Accounts Receivable. (iii) Notwithstanding any provision to the contrary, if the Purchaser has not collected $1,500,000 from the Accounts Receivable by 210 days after the Closing Date, Buyer the 581510.1 Seller shall prepare pay the Purchaser the difference between the Purchaser's collections and deliver the Closing Statement $1,500,000 within five (5) business days of request. Purchaser agrees to Seller 1. The Closing Statement shall be prepared on a basis consistent with the accounting principles, practices, policies use commercially reasonable efforts to collect all Accounts Receivable by such date and methods expressly set forth on Schedule 1.5 and, to apply collections first to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial StatementsAccounts Receivable before application to accounts receivable generated after Closing. At the request of Seller 1, Buyer shall deliver All payments to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. be made under this subsection (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, made by wire transfer of immediately available fundsfunds to an account designated by the receiving party. (i) If not disputed by Seller in accordance with this Section 2.04(d), the Closing Date Current Assets Statement delivered by Purchaser to Seller shall be final, binding and conclusive on the parties hereto. Seller may dispute any amounts reflected on the Closing Date Current Assets Statement, provided, however, that Seller shall notify Purchaser and Purchaser's Accountants in writing of each disputed item, specifying, if known, the amount thereof in dispute and setting forth, in detail, the basis for such dispute, within three 30 Business Days after of Seller's receipt of the date Closing Date Current Assets Statement. In the event of such a dispute, each of Seller and Purchaser shall negotiate in good faith to reconcile their differences. (ii) If Purchaser and Seller are unable to reach a resolution, leaving in dispute amounts the net effect of which in the aggregate would change the Closing Date Current Assets, Purchaser and Seller shall submit the items remaining in dispute that Seller shall be entitled to dispute by the terms of this Section 2.04(d) for resolution to the Charlotte, North Carolina office of Arthur Anderson, LLP or sucx xxxxr independent accounting firm as may be mutually acceptable to Seller and Purchaser (the "Independent Accounting Firm"), which shall, within 30 Business Days of such submission, determine and report to Seller and Purchaser upon such remaining disputed items, and such report shall have the legal effect of an arbitral award and shall be final, binding and conclusive on which Seller and Purchaser. The fees and disbursements of the Final Closing Statement Independent Accounting Firm shall be allocated between Seller and Purchaser in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined pursuant by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. (iii) Any amount that is payable under Section 2.04(c), including, without limitation any portion thereof that is subject to a dispute resolved under this Section 1.52.04(d) shall be paid by Seller or Purchaser, an amount equal to as the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1case may be, by wire transfer of in immediately available funds, within three five Business Days after following the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, resolution of such dispute and in an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with such resolution. (e) In acting under this Agreement, Seller's Accountants, Purchaser's Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (f) Any payment required to be made by Seller or Purchaser pursuant to Section 1.5(e2.04(c) shall be bear interest from the sole and exclusive remedy Closing Date through the date of payment on the basis of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect average of the determination daily rate of Estimated Net Working Capital and interest publicly announced by The Chase Manhattan Bank from time to time as its base rate from the Actual Net Working CapitalClosing Date to the date of such payment.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will shall prepare and deliver to Buyer not less than three (3) Business Days prior to the Closing Date (i) an estimated balance sheet of the TEAK Companies (on a statement calculating consolidated basis) as of the Effective Time (together with supporting documentation reasonably necessary for Buyer to verify such balance sheet, the “Estimated Balance Sheet”), (ii) worksheets showing Seller’s estimate of the Net Working Capital derived from the Estimated Balance Sheet (based upon, and subject to the adjustments set forth in, the definitions of Current Assets and Current Liabilities) (the “Estimated Net Working Capital”) and (iii) Seller’s estimate of the Purchase Price as adjusted pursuant to Section 3.4 (the “Estimated Purchase Price”). The Estimated Balance Sheet, the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate and the Estimated Purchase Price. Price (btogether, the “Estimated Closing Items”) Within 60 days after the Closing Date, Buyer shall prepare and deliver the Closing Statement to Seller 1. The Closing Statement shall be prepared on a basis consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, to past practices of the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing StatementTEAK Companies. (cb) No later than sixty (60) calendar days after the Closing Date (or such later date as mutually agreed by Buyer and Seller), Seller 1 shall prepare and deliver to BuyerBuyer (i) a balance sheet of the TEAK Companies (on a consolidated basis) as of the Effective Time (together with supporting documentation reasonably necessary for Buyer to verify such balance sheet, within 45 days after Buyerthe “Final Balance Sheet”), (ii) worksheets showing Seller’s delivery calculation of the the Net Working Capital derived from the Final Balance Sheet (d) If Seller 1 objects based upon, and subject to the Closing Statement adjustments set forth in, the definitions of Current Assets and any such objections are not resolved by Seller 1 Current Liabilities) (the “Final Net Working Capital”) and Buyer within 45 days after Seller 1(iii) Seller’s delivery to Buyer calculation of Seller 1’s objection statement the Purchase Price as adjusted pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly 3.4 (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted “Final Purchase Price”), in each case reflecting case, together with a worksheet showing the Neutral Accountant’s resolution of such unresolved objectionsdifference, if any, between any Estimated Closing Item and the corresponding Final Closing Item (as defined below). The resolution by Final Balance Sheet, the Neutral Accountant of such unresolved objections Final Net Working Capital and the Closing Statement and the Adjusted Final Purchase Price giving effect to (together, the Neutral Accountant’s resolution “Final Closing Items”) shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim prepared on a basis consistent with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination past practice of the Closing Statement TEAK Companies and consistent with the Adjusted Purchase Price principles and assumptions used in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses preparation of the Neutral Accountant for its services under this Section 1.5(d)Estimated Closing Items. (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which does not deliver the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment Items in accordance with this Section 1.5(e3.6 on or before the sixtieth (60th) calendar day after the Closing Date (or such later date as mutually agreed by Buyer and Seller), Buyer shall have the right to prepare such Final Closing Items on or before the ninetieth (90th) day after the Closing Date (or such later date as mutually agreed by Buyer and Seller), in which case the relative obligations of Buyer and Seller in the remainder of this Section 3.6 shall be switched. Buyer and Seller shall promptly provide to each other all documents reasonably requested by the sole and exclusive remedy other to verify any of the Parties items set forth in the Final Closing Item calculations. Buyer shall have the right for disputes regarding thirty (30) days following receipt of the Estimated Final Closing Items to object to the Final Balance Sheet, the proposed calculation of the Final Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect proposed calculation of the determination of Estimated Net Working Capital Final Purchase Price (other than with respect to an Environmental Defect or an Environmental Defect Amount, which shall be determined exclusively in accordance with ARTICLE VIII). Buyer and the Actual Net Working Capital.its representatives shall be entitled to reasonable access during normal

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. (b) Within 60 90 days after the Closing Date, Buyer VitalWorks shall prepare deliver to Purchaser a balance sheet reflecting only the Purchased Assets and deliver Assumed Liabilities as of the Closing Statement to Seller 1. The Date (the "Closing Statement shall be Date Balance Sheet"), prepared on a basis consistent in accordance with the same accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 andpractices that were used in the preparation of the June 30 Pro Forma Statement (as defined in Section 5.5), together with a statement of the Working Capital of the Business as of the Closing Date (the "Working Capital Statement"). Purchaser shall provide VitalWorks with access to the extent not specifically detailed on Schedule 1.5books, records, and personnel of the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer Business necessary for VitalWorks to prepare the Closing Date Balance Sheet and Working Capital Statement. (b) Purchaser may dispute the amounts reflected on the line items of the Closing Date Balance Sheet and Working Capital Statement (a "Disputed Item"), but only (i) on the basis that an entry contained on such Closing Date Balance Sheet or Working Capital Statement is based on facts or occurrences arising between the date of the June 30 Pro Forma Statement and the date of the Closing Date Balance Sheet; (ii) on the basis that a Disputed Item does not reflect, or has not been made in a manner consistent with, the provisions of this Agreement; and (iii) to the extent the amount disputed with respect to any one Disputed Item exceeds $25,000 and all such allowable Disputed Items exceed $100,000 in the aggregate; provided, however, Purchaser shall notify VitalWorks in writing of each Disputed Item, and specify the amount thereof in dispute and the specific basis therefor, within 60 days after receipt of the Closing Date Balance Sheet and Working Capital Statement. The failure by Purchaser to provide a notice of Disputed Items to VitalWorks within such 60-day period will constitute Purchaser's acceptance of all the items in the Closing Date Balance Sheet and Working Capital Statement. Any item in the Closing Date Balance Sheet and Working Capital Statement which is not a Disputed Item shall constitute Purchaser's acceptance of such items after the 60-day period. (c) Seller 1 If a notice of Disputed Items shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement be timely delivered pursuant to Section 1.5(csubclause (b) above, VitalWorks and Purchaser shall, during the 10 Business Days following the date of such delivery (the "Resolution Period"), Buyer negotiate in good faith to resolve the Disputed Items. If, during such Resolution Period the parties are unable to reach agreement, VitalWorks and Seller 1 Purchaser shall promptly refer all unresolved Disputed Items to Deloitte & Touche LLP, or any other independent accounting firm as VitalWorks and Purchaser shall mutually agree upon (1) jointly prepare the "Independent Accountant"). To the extent practical, the Independent Accountant shall make a determination with respect to each unresolved Disputed Item within 15 Business Days after its engagement by VitalWorks and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant Purchaser to resolve such unresolved objectionsDisputed Items, including entering into a customary engagement letter which determination shall be made in accordance with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures rules set forth in this Section 1.5(d) for resolving disputes with respect 2.7. The Independent Accountant shall deliver to VitalWorks and Purchaser, within such 15-Business-Day period, a report setting forth its adjustments, if any, to the Closing Statement shall be Date Balance Sheet and/or the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Working Capital Statement and the Adjusted Purchase Price calculations supporting such adjustments. Such report shall be final, binding on the parties and conclusive. VitalWorks and Purchaser shall each pay one-half of all the costs incurred in a court of competent jurisdiction in accordance connection with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses engagement of the Neutral Accountant for its services under this Section 1.5(d)Independent Accountant. As used herein, "Final Working Capital" shall mean (ei) If if no notice of Disputed Items is delivered by Purchaser within the Adjusted Purchase Price period provided in subclause (b) above, Working Capital of the Business as shown in the Working Capital Statement as prepared by VitalWorks; or (ii) if such a notice of Disputed Items is less than delivered by Purchaser, either (x) Working Capital of the Estimated Purchase Price, then Seller 1 shall pay Business as agreed to Buyer, in writing by wire transfer VitalWorks and Purchaser; or (y) Working Capital of immediately available funds, within three the Business Days after as adjusted by the date on which the Final Closing Statement is finally determined Independent Accountant's calculation delivered pursuant to this Section 1.5, an amount equal to the difference of subclause (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capitalc).

Purchase Price Adjustment. The Estimated 2.5.1 Sellers and Buyer acknowledge and agree that the Purchase Price has been based on (i) Eligible Accounts Receivable (defined below) being $5,400,000 (the “A/R Benchmark”) and (ii) Eligible Inventory (defined below) being $11,930,000 (the Adjusted Purchase Price “Inventory Benchmark”). The sum of the A/R Benchmark and Inventory Benchmark shall be determined referred to herein as follows: (a) At least two Business Days before the Closing“Target Amount”. Within 2 days prior to the Closing Date, Seller 1 will Sellers shall deliver to Buyer a statement calculating of Accounts Receivable and Inventory as of 11:59 p.m. on the Estimated Net Working Capital. The Estimated Net Working Capital will be used day immediately prior to calculate the Estimated Purchase Price. (b) Within 60 days after the Closing Date, prepared in accordance with generally accepted accounting principles, consistently applied, and which has been determined on a basis consistent with the methodology employed as of June 30, 2006 in the Borrowing Base Certificates prepared by Sellers and delivered to Wachovia Bank, National Association in its capacity as agent (the “DIP Agent”) under the DIP Agreement (each, a “Borrowing Base Certificate”) (it being agreed that notwithstanding anything to the contrary in the foregoing, in determining Eligible Accounts Receivable the Sellers shall deduct chargebacks and other credits reasonably expected to be taken by their customers and relating to events or conditions prior to the Closing (the “Chargebacks”)), through the date when such statement is required to be delivered hereunder, certified by such officer(s) of the Sellers (or applicable Seller) as the DIP Agent shall accept (the “Closing Statement”). Buyer and its representatives shall prepare be permitted to have reasonable access to the Sellers’ offices and deliver their books, records and work papers containing financial information of Sellers during the period through the Closing Date in order to, among other things, verify the accuracy and completeness of the Closing Statement to Seller 1(including the methodology used in calculating Eligible Accounts Receivable and Eligible Inventory). The Closing Statement shall be prepared conclusive and binding upon Buyer and Sellers unless Buyer objects in writing to any item or items shown on the Closing Statement within 24 hours after the Buyer’s receipt of the Closing Statement. Such writing shall assert that the Closing Statement is in error and specify in reasonable detail the amount in dispute and the basis for such dispute. 2.5.2 In the event that the sum of the A/R Benchmark and the Inventory Benchmark as reflected on the Closing Statement: (w) is less than the Target Amount (the amount by which such Eligible Accounts Receivable and Eligible Inventory is less than the Target Amount, the “Shortfall”) by not more than $830,000, the Purchase Price shall not be adjusted; (x) is greater than the Target Amount (the amount by which such Accounts Receivable and Inventory is greater than the Target Amount, the “Excess”) by not more than $830,000, the Purchase Price shall not be adjusted; (y) evidences a Shortfall of more than $830,000, then the Purchase Price shall be decreased on a dollar-for-dollar basis consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing Shortfall exceeds the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) Target Amount minus $830,000 and (z) evidences an Excess of more than $830,000, then the Neutral Accountant Purchase Price shall issuebe increased on a dollar-for-dollar basis to the extent the Target Amount plus $830,000 is exceeded. 2.5.3 For the purposes of the foregoing Sections 2.5.1 and 2.5.2, within 60 days the term "Eligible Accounts Receivable" shall refer to the amounts reflected on printed Line Item 10 of its engagement, Column A of a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement particular Borrowing Base Certificate and the Adjusted Purchase Priceterm “Eligible Inventory”shall mean the aggregate of the amounts reflected on printed Line Items 16, in each case reflecting 22, 28, 35 and 40 of Column A of a particular Borrowing Base Certificate prepared by Sellers and provided to the Neutral Accountant’s resolution of such unresolved objections. The resolution DIP Agent as required by the Neutral Accountant agreements evidencing and securing the debtor in possession financing provided to certain Sellers by the lenders on behalf of such unresolved objections and whom the Closing Statement and DIP Agent is acting (collectively, the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final“DIP Agreement”), conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) but shall not prohibit include any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date inventory or accounts receivable on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute has a lien in respect of the determination of Estimated Net Working Capital and the Actual Net Working CapitalInventory Advances.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. (bi) Within 60 days after the Closing Date, Buyer Target shall prepare and deliver to Buyer a statement (the Closing “Statement”) setting forth Net Assets (as defined below) as of the close of business on the Cut-Off Date (the determination of Net Assets, as it may be adjusted under this Section 2(c) in the event of a Notice of Disagreement, is referred to as “Final Net Assets”). Buyer shall reasonably assist Target and its representatives in the preparation of the Statement to Seller 1. The Closing Statement and shall be prepared on a basis consistent with the accounting principles, practices, policies provide Target and methods expressly set forth on Schedule 1.5 and, its representatives reasonable access at all reasonable times to the extent not specifically detailed on Schedule 1.5personnel, properties, and books and records of the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing StatementCompanies for such purpose. (cii) Seller 1 The Statement shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive become final and binding upon the Parties parties on the 30th day following receipt thereof by Buyer unless Buyer gives written notice of its disagreement (“Notice of Disagreement”) to Target before such date. A Notice of Disagreement pursuant to this Section 2(c)(ii) may be submitted only if, assuming all of Buyer’s assertions therein were sustained, an adjustment to the Purchase Price would be required under Section 2(c)(v), and each Party agrees the Notice of Disagreement must set forth Buyer’s determination of Final Net Assets and specify in reasonable detail the nature of any disagreement with Target’s determination. The only disagreements that it may be set forth in the Notice of Disagreement pursuant to this Section 2(c)(ii) are those that relate to any claimed inconsistencies between the principles used in the preparation of the Statement and the principles used in the preparation of the Interim Statement of Net Assets (as defined in Section 4(e)) that are not provided for in the definition of Net Assets in Section 2(c)(vi) or errors in mathematical computation. Notwithstanding anything to the contrary in this Section 2(c), no disagreement set forth in the Notice of Disagreement may relate to the principles used in the preparation of the Statement and the Interim Statement of Net Assets so long as those principles are consistently applied. If a valid Notice of Disagreement is received by Target in a timely manner, then the Statement and the Final Net Assets (as finally determined in accordance with clause (A) or (B) below) shall become final and binding upon the parties on the earlier of (A) the date the parties resolve in writing any differences they have with respect to all matters specified in the Notice of Disagreement or (B) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). (iii) During the 30-day period following the delivery of a Notice of Disagreement, Target and Buyer shall seek in good faith to resolve in writing any differences that they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 30-day period, Target and Buyer have not reached agreement on all such matters, then the matters that remain in dispute shall be promptly submitted to an arbitrator (the “Arbitrator”) for review and resolution. The Arbitrator shall be a nationally recognized independent public accounting firm as shall be agreed upon by the parties in writing, provided that the Arbitrator will not make any claim with regard to the Neutral Accountant’s decision be an accounting firm used by either Target or ask Buyer for a review by any Governmental Entity audit or otherwisevaluation purposes. The procedures for the arbitration shall be determined by the Arbitrator. The Arbitrator shall render a decision resolving the matters in dispute within 30 days following completion of the submissions to the Arbitrator. Any item not specifically referred to in the Notice of Disagreement shall be deemed final and binding on Buyer and Target in the manner set forth in this Section 1.5(dthe Statement. The Arbitrator shall determine Final Net Assets based solely on presentations made by Target and Buyer (and not by independent review). (iv) for resolving disputes The Non-Prevailing Party (as defined below) in any arbitration before the Arbitrator shall pay its own expenses incurred with respect to the Closing Statement arbitration and shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(dpay a percentage of (A) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant Arbitrator plus (B) the reasonable out-of-pocket expenses (including reasonable attorneys’ fees) of the other party incurred with respect to the arbitration, which percentage shall be calculated by dividing (1) an amount equal to the difference between the Non-Prevailing Party’s determination of Final Net Assets, as submitted to the Arbitrator, and the Arbitrator’s determination of Final Net Assets by (2) an amount equal to the difference between the parties’ respective determinations of Final Net Assets, as submitted to the Arbitrator. The other party shall pay the remainder of the fees and expenses of the Arbitrator and its own expenses not required to be paid by the Non-Prevailing Party hereunder. A party is the “Non-Prevailing Party” if the Arbitrator’s determination of Final Net Assets is closer to the other party’s determination of Final Net Assets, as submitted to the Arbitrator, than it is to that party’s determination of Final Net Assets, as submitted to the Arbitrator. In resolving any matter specified in the Notice of Disagreement, the Arbitrator shall not assign a value to any item greater than the greatest value for its services under such item claimed by either party or less than the smallest value for such item claimed by either party. (v) For purposes of this Section 1.5(dAgreement, “Bid Net Assets” means $904,421,474. The Purchase Price shall be increased by the amount by which Final Net Assets exceed 102% of the Bid Net Assets, or the Purchase Price shall be decreased by the amount by which Final Net Assets are less than 98% of the Bid Net Assets (the Purchase Price as increased or decreased by the adjustment provided for in this sentence is referred to as the “Adjusted Purchase Price”; if no such adjustment is required, then the Adjusted Purchase Price shall equal the Purchase Price). (e) If the Adjusted Purchase Price is less than the Estimated Adjusted Purchase Price, then Seller 1 shall pay to BuyerBuyer shall, by wire transfer of immediately available fundsand if the Purchase Price is more than the Adjusted Purchase Price, Target shall, within three Business Days 5 business days after the date Statement becomes final and binding on which the Final Closing Statement is finally determined pursuant parties, make payment to this Section 1.5the other party of the amount of such difference, together with interest thereon at an amount annual rate equal to the difference three-month LIBOR rate in effect as of the Friday before the Closing Date, calculated on the actual number of days elapsed from the Cut-Off Date to the date of payment divided by 365. (vi) The term “Net Assets” means (A) the Estimated Purchase Price minus book value (net of appropriate reserves) of the assets of the Companies that would be required to be included on a consolidated balance sheet prepared in accordance with the principles used in the preparation of the Interim Statement of Net Assets, provided that the book value of all fixed assets and all intangible assets as of the Cut-Off Date shall be determined without regard to any depreciation or amortization thereof after the date of the Interim Statement of Net Assets, less (B) the Adjusted Purchase Pricebook value of the liabilities of the Companies that would be required to be included on a consolidated balance sheet prepared in accordance with the principles used in the preparation of the Interim Statement of Net Assets, calculated on the same basis as reflected in the relevant line items on the Interim Statement of Net Assets. If Without limiting the Adjusted Purchase Price generality of the foregoing, the computation of Net Assets will be done in a manner consistent with the methods used in the preparation of the Interim Statement of Net Assets, and if disagreements arise with respect to individual items of inclusion and/or exclusion, the governing principle will be that the adjustment contemplated by this Section 2(c) is greater than intended to analyze the Estimated Purchase Priceeconomic effects of a change in Net Assets from the date of the Interim Statement of Net Assets through the Cut-Off Date, then and such change can be appropriately measured only when the Bid Net Assets and the Final Net Assets are computed on the same basis, except as provided above. Notwithstanding anything to the contrary in this Agreement, all receipts by Mervyn’s on or before the Cut-Off Date, including cash, checks and bank drafts (whether cleared before or after the Effective Time), and proceeds from third-party credit card or debit card transactions (whether posted before or after the Effective Time) shall be excluded from the Statement, and Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, cause payment in an aggregate amount equal to such receipts to be made by Buyer or Mervyn’s to Target immediately after Target makes demand therefor; provided that this sentence shall not affect Target’s covenant regarding register cash set forth in Section 5(b)(iii). Net Assets shall not include as assets any assets transferred by Mervyn’s to a Target Affiliate before the difference Effective Time and shall not include as liabilities any Target Taxes (as defined in Section 4(g)(i)) or Transfer Taxes (as defined in Section 10(b)). For the avoidance of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) doubt, Net Assets shall be the sole and exclusive remedy not include any assets or liabilities of the Parties for disputes regarding type that are excluded from the Estimated Interim Statement of Net Working Capital and Assets due to the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital.“transaction adjustments” set forth on Exhibit A.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined subject to adjustment as follows: (a) At least two Business Days before The Company shall prepare statements of the ClosingCompany's Net Financial Assets as of January 31,1998 (the "Preliminary Statement") and the Closing Date (the "Statement"). For purposes hereof, Seller 1 will deliver Net Financial Assets shall mean the net book value of all assets and liabilities of the Company determined in accordance with GAAP excluding property, plant and equipment (including but not limited to Buyer a statement calculating drilling equipment, vehicles, floats, trailers, mobile homes and all office equipment and furniture used by employees retained by Grey Wolf and all real property and leasehold improvements known as the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate Murco Service Facility, located on 18.2 acres, more or less) and excluding from liabilities the Estimated Purchase Priceliabilities in connection with the Employee Trust. (b) Within 60 The Purchase Price shall be adjusted up or down at the Closing based on the Preliminary Statement, subject to final adjustments in accordance with the Statement as hereinafter provided. (c) The parties hereto shall use their reasonable best efforts to cause the Company to complete and deliver the Statement to Sellers and Buyer within 90 days after the Closing Date, Buyer shall prepare and deliver the Closing Statement to Seller 1. The Closing Statement shall be prepared on a basis consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any Net Financial Assets is a positive amount, the Purchase Price (as adjusted by the Preliminary Statement) shall be increased by such objections are not resolved amount, with such increase being payable in cash by Seller 1 and Buyer within 45 fifteen business days after Seller 1’s of the date of the delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(cthe Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers as set forth on Exhibit 1 hereto. If the Net Financial Assets is a negative amount, Buyer and Seller 1 then the Purchase Price (as adjusted by the Preliminary Statement) shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved be reduced by such amount, and the resolution Sellers, jointly and severally, shall pay such amount to Buyer within fifteen (15) business days of the Determination Date. (e) In the event that Buyer, on the one hand, or Sellers on the other, disagrees with the Statement, such objections and party shall have fifteen (B15) those objections that remain unresolved and (2) engage days from the Neutral Accountant Determination Date to attempt to resolve such unresolved objections, including entering into a customary engagement letter dispute with the Neutral Accountant in which other. In the scope event such dispute cannot be resolved, either Buyer or Sellers can request, by the delivery of a notice to the Neutral Accountant’s engagement is specified other specifying in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant nature of the work papers used by Buyer to prepare dispute, within three (3) days of the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information expiration of such Party fifteen day period, that the Neutral Accountant reasonably requests for purposes dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of resolving such unresolved objectionsthe date the Accounting Arbitrator is retained. Buyer and Seller 1 shall instruct The decision of the Neutral Accountant that (x) the scope of its review and authority Accounting Arbitrator shall be limited to resolving such unresolved objections based solely on final and binding between the provisions parties for the purpose of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered determining any Purchase Price adjustment pursuant to this Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections2.3. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant Accounting Arbitrator shall be borne one-half by Buyer and one-half by Sellers. (f) In the event Buyer determines for its services under this Section 1.5(d). (e) If any reason that the Adjusted Purchase Price is less than Buyer does not want to purchase the Estimated Purchase PriceReal Estate, then Seller 1 the Cash Amount shall pay to Buyer, be reduced by wire transfer of immediately available funds, within three Business Days after $582,000 and the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal Company shall distribute such Real Estate to the difference of Sellers on or before the Closing, and the Sellers shall indemnify and hold the Company and Buyer harmless from and against all obligations and liabilities related to such assets. (Ag) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay use all reasonable efforts to Seller 1, by wire transfer of immediately available funds, within three Business Days after collect accounts receivable related to work performed before the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal Date. All funds received shall be applied to the difference of (A) oldest bill xxxess the Adjusted Purchase Price minus (B) third party payor otherwise indicates or the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply amount paid relates to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capitala specific invoice.

Purchase Price Adjustment. (i) The Estimated Purchase Price and Company has delivered to the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a good faith estimate of the balance sheet of the Company as of the Determination Time (the “Estimated Balance Sheet”), prepared in accordance with the Accounting Principles, subject to Section 2(d)(viii), and a written statement calculating (the “Estimated Statement”) setting forth the Company’s good faith estimate of (A) Working Capital (“Estimated Working Capital”), (B) Cash (“Estimated Cash”), (C) Funded Indebtedness (“Estimated Funded Indebtedness”), and (D) Company Transaction Expenses (“Estimated Company Transaction Expenses”), together with the resulting calculation of the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Cash Purchase Price. (bii) Within 60 ninety (90) days after following the Closing DateDate (the “Adjustment Period”), the Buyer shall prepare and deliver to the Closing Statement to Seller 1. The Closing Statement shall be Sellers’ Representative a balance sheet of the Company as of the Determination Time, prepared on a basis consistent in accordance with the accounting principlesAccounting Principles together with the Buyer’s good faith calculation of Working Capital, practicesCash, policies Funded Indebtedness, and methods expressly set forth on Schedule 1.5 andCompany Transaction Expenses (the “Adjustment Report”). Following the delivery of the Adjustment Report, the Buyer and the Company shall make and cause to be made available, to the Sellers’ Representative and its accountants and other Representatives, (I) the work papers and backup materials of the Buyer, the Company, and their respective independent accountants (subject to execution by the Sellers’ Representative of customary access letters) used in preparing the Adjustment Report, and (II) the books, records, and financial staff of the Company and the Buyer, to the extent they directly relate to the Adjustment Report, in each case, during normal business hours, upon reasonable notice, and otherwise in a manner so as to not specifically detailed on Schedule 1.5unduly disrupt the business of the Buyer or the Company, and excluding any such information the accounting principlesdisclosure of which could, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying reasonable judgment of the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 (or its advisors legal counsel), result in the work papers used by Buyer to prepare violation of any applicable Law or confidentiality obligation or the Closing Statementloss of any attorney-client privilege, work-product doctrine, or other applicable legal privilege, until the time that the Final Cash Purchase Price is finally determined in accordance with Section 2(d)(iii) (the “Final Determination Date”). (ciii) Seller 1 shall Within thirty (30) days following delivery of the Adjustment Report (the “Objection Period”), the Sellers’ Representative may prepare and deliver to Buyerthe Buyer a written notice (the “Objection Notice”, which, if delivered within 45 days after Buyer’s delivery of the (dthe Objection Period, shall be referred to herein as a “timely Objection Notice”) If Seller 1 objects to the Closing Statement and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail the Sellers’ Representative’s good faith objection(s), if any, to the Buyer’s calculations of Working Capital, Cash, Funded Indebtedness, and/or Company Transaction Expenses set forth in the Adjustment Report and the Sellers’ Representative’s proposal with respect to the calculation of each such item. To the extent that is consistent with this Agreementthe Sellers’ Representative does not object in a timely Objection Notice to any item within Working Capital, Cash, Funded Indebtedness, or Company Transaction Expenses that was raised in the Adjustment Report, then the Sellers’ Representative shall be deemed to have agreed to the Buyer’s calculation of such item as set forth in the Adjustment Report. The Objection Notice shall not be amended without the prior written consent of the Buyer and the Sellers’ Representative after it has been delivered to the Buyer. For thirty (30) days following delivery of a timely Objection Notice, the Sellers’ Representative and the Buyer shall deliver promptly attempt, in good faith, to resolve all disputes between them concerning any items set forth in such Objection Notice. If any such items remain in dispute following the expiration of such thirty (30) day period (the “Disputed Items”), and the Sellers’ Representative or the Buyer so requests by notice in writing to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentenceother, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(cthen, within five (5) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information Business Days following delivery of such Party that request, the Neutral Accountant Sellers’ Representative and the Buyer shall engage a regionally-recognized accounting firm as is reasonably requests agreed to by the Sellers’ Representative and the Buyer (in any case, the “Independent Accountants”) to resolve the Disputed Items. The Sellers’ Representative and the Buyer shall execute any engagement or similar agreement reasonably requested by the Independent Accountants. A single partner of the Independent Accountants selected by the Independent Accountants in accordance with its normal procedures shall act for purposes of resolving the Independent Accountants in connection with such unresolved objectionsengagement. The Independent Accountants shall act as experts and not as arbitrators. The Sellers’ Representative and the Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited Independent Accountants to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issuerender, within 60 thirty (30) days of following its engagement, a ruling that sets forth written determination and report (1) based solely on written presentations by the resolution of each such unresolved objection and (2) the Closing Statement Sellers’ Representative and the Adjusted Purchase PriceBuyer to the Independent Accountants, and not by independent review) as to the Disputed Items (excluding, for the avoidance of doubt, any item that is not set forth in each case reflecting a timely Objection Notice) and the Neutral Accountant’s resolution resulting calculations of such unresolved objectionsWorking Capital, Cash, Funded Indebtedness, or Company Transaction Expenses. The resolution Independent Accountants shall have no authority to resolve any other issues that may arise in connection with this Agreement, including whether the Objection Notice was delivered within the Objection Period. In determining each Disputed Item, the Independent Accountants may not assign a value to such item greater than the greatest value, or lower than the lowest value, claimed for such item by either the Neutral Accountant of such unresolved objections Buyer in the Adjustment Report or the Sellers’ Representative in the Objection Notice. The Sellers’ Representative and the Closing Statement Buyer shall cooperate with the Independent Accountants in making its determination and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution such determination shall be final, conclusive and binding upon the Parties Parties. The fees and each Party agrees that it will not make any claim with regard disbursements of the Independent Accountants shall be paid by the Sellers’ Representative (on behalf of the Sellers), on the one hand, and by the Buyer, on the other hand, on an inversely proportional basis, based upon the relative difference between the amounts in dispute submitted to the Neutral Accountant’s decision Independent Accountants and the Independent Accountants’ determination of such amounts. Solely by way of example, if the Buyer claims in the Adjustment Report that Working Capital is $1,000,000, the Sellers’ Representative claims in the Objection Notice that Working Capital is $1,500,000, and the Independent Accountants determines that Working Capital is $1,100,000, then the Buyer shall pay twenty percent (20%) of the Independent Accountants’ fees and disbursements and the Sellers’ Representative (on behalf of the Sellers) shall pay eighty percent (80%) of the Independent Accountants’ fees and disbursements. Each of the Buyer and the Sellers’ Representative (on behalf of the Sellers) shall pay its own fees and expenses related to such determination. For the avoidance of doubt, whether or ask for not an Independent Accountants is engaged, (A) each item that was raised in a review by any Governmental Entity or otherwise. The procedures timely Objection Notice but that is a not a Disputed Item shall have the value as was agreed to between the Sellers’ Representative and the Buyer, and (B) each item that was not raised in a timely Objection Notice shall have the value set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement Adjustment Report. “Final Working Capital”, “Final Cash”, “Final Funded Indebtedness”, and “Final Company Transaction Expenses” shall be the sole mean Working Capital, Cash, Funded Indebtedness, and exclusive method for resolving any such disputesCompany Transaction Expenses, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Pricerespectively, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is as finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capitalclause (iii).

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. Within ninety (b90) Within 60 calendar days after the Closing Date (which period shall be extended, upon the request of Purchaser, with the consent of ARM, not to be unreasonably withheld or delayed, for periods up to an additional three ten (10) day periods but not beyond the 120th calendar day after the Closing Date), Buyer the Purchaser shall prepare or cause to be prepared and deliver delivered to ARM a statement (the “Closing Statement”) setting forth (a) the Purchaser’s computation of the Working Capital (including the ARMCo Receivables Amount) as of the Effective Time (the “Closing Working Capital”) and (b) the Allocation Statement. For the purposes of this Section 3.03, the China Interests and the Brazil Assets shall be deemed to have been transferred and sold to, and the Brazil Liabilities shall be deemed to have been assumed by, the Purchasers as of the Closing Statement to Seller 1and shall be taken into account in calculating Working Capital. The Closing Statement shall be prepared on a basis consistent prepared, and the Closing Working Capital (including the ARMCo Receivables Amount) shall be computed in accordance with the accounting principlesPrinciples and Procedures as adjusted by the Working Capital Adjustments. Sellers and Sellers’ accountants shall cooperate with the Purchaser and the Purchaser’s accountants in connection with the preparation of the Closing Statement, practicesand Sellers shall provide the Purchaser and the Purchaser’s accountants with reasonable access to their books, policies records, schedules, analyses, working papers and methods expressly set other information relating to the Business for this purpose. If Purchaser intends to perform a physical inventory as part of the preparation of the Closing Statement, Purchaser shall inform the Sellers of such intent and the Sellers shall have the right to have a representative observe such process. (b) Upon receipt of the Closing Statement from the Purchaser, ARM shall have sixty (60) calendar days to review the Closing Statement (or such longer period as ARM and Purchaser shall agree, the “Review Period”). Purchaser and the Purchaser’s accountants shall cooperate with the ARM and ARM’s accountants in connection with the review of the Closing Statement, and Purchasers shall provide ARM and ARM’s accountants with reasonable access to their books, records, schedules, analyses, working papers and other information relating to the Business for this purpose. If ARM disagrees with the Closing Statement or the Purchaser’s computation of the Closing Working Capital, (or the ARMCo Receivables Amount), ARM may, on or prior to the last calendar day of the Review Period, deliver a written notice to the Purchaser (the “Notice of Objection”) which sets forth on Schedule 1.5 its objections to the Purchaser’s Closing Statement and/or the calculation of the Closing Working Capital (or the ARMCo Receivables Amount). Any Notice of Objection shall specify those items or amounts with which ARM disagrees, together with a reasonably detailed explanation of the reasons for disagreement with each such item or amount, and, to the extent reasonably practicable, shall set forth ARM’s adjustments to the Closing Statement (including the Allocation Statement) and calculation of the Closing Working Capital (or the ARMCo Receivables Amount) based on such objections. To the extent not specifically detailed on Schedule 1.5set forth in the Notice of Objection, ARM shall be deemed to have agreed with the accounting principles, practices, policies Purchaser’s calculation of all other items and procedures required or permitted by GAAP and applied amounts contained in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. (c) Seller 1 Unless ARM delivers the Notice of Objection to the Purchaser within the Review Period, ARM shall deliver be deemed to Buyer, within 45 days after Buyerhave accepted the Purchaser’s delivery calculation of the the Closing Working Capital (dor the ARMCo Receivables Amount) If Seller 1 objects to and the Closing Statement (including the Allocation Statement) shall, except as provided in Section 3.04 with respect to the Allocation Statement, be final, conclusive and binding on all parties. If ARM delivers the Notice of Objection to the Purchaser within the Review Period, the Purchaser and ARM shall, during the thirty (30) calendar days following such delivery or any such objections are not resolved by Seller 1 mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and Buyer within 45 days after Seller 1’s delivery amounts in order to Buyer determine the amount of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly the Closing Working Capital (1or the ARMCo Receivables Amount) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution Allocation Statement. If, at the end of such objections period or any mutually agreed extension thereof, the Purchaser and (B) those objections that remain unresolved and (2) engage the Neutral Accountant ARM are unable to resolve their disagreements, they shall jointly retain and refer their disagreements for final determination to an independent accounting firm mutually agreed upon by the Purchaser and ARM (or, if the Purchaser and ARM cannot agree on such unresolved objectionsan accounting firm, including entering into then each shall select an independent accounting firm and such accounting firms shall select a customary engagement letter with third independent accounting firm) (the Neutral Accountant in which accounting firm mutually agreed upon by the scope of Purchaser and ARM or such other accounting firm being the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement“Independent Expert”). Buyer The Purchaser and ARM shall deliver instruct the Independent Expert promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement review this Section 3.03 and to determine (i) based on the basis of any unresolved objection by Buyer described requirements set forth in the preceding sentence, this Section 3.03 and Seller 1 shall deliver promptly solely with respect to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) disputed items and amounts so submitted whether and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewithwhat extent, and not on independent review by the Neutral Accountantif any, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Pricecalculation of Closing Working Capital (or the ARMCo Receivables Amount) set forth in the statement require adjustment to comply with the requirements of this Section 3.03 and (ii) based on the requirements set forth in Section 3.04 and consistent with Section 3.01 of the Disclosure Schedule, to what extent the Allocation Statement requires adjustment. The Purchaser and ARM shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert for this purpose. The Purchaser and ARM shall request that the Independent Expert deliver to the Purchaser and ARM, as promptly as practicable but in each case reflecting the Neutral Accountant’s no event later than forty-five (45) calendar days after its retention, a report that sets forth its resolution of such unresolved objections. The resolution by the Neutral Accountant disputed items and amounts and its calculation of such unresolved objections and the Closing Statement Working Capital (or the ARMCo Receivables Amount) and its determination of the Adjusted Purchase Price giving effect Allocation Statement. Except as provided in Section 3.04 with respect to the Neutral Accountant’s resolution Allocation Statement in the event that there is an adjustment to the purchase price, the decision of the Independent Expert shall be final, conclusive and binding upon on the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwiseparties. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees costs and expenses of the Neutral Accountant Independent Expert shall be borne by the parties in inverse proportion to their success on the disputed matters as determined by the Independent Expert. Each of the Purchaser and ARM agrees to promptly execute, if requested by the Independent Expert, a reasonable engagement letter, including customary indemnities in favor of the Independent Expert. (d) The Closing Statement, as finally adjusted pursuant to Section 3.03(c), is referred to herein as the “Final Statement” and the Closing Working Capital, as finally determined pursuant to Section 3.03(c) is referred to as the “Final Working Capital.” If the Final Working Capital is less than the Target Amount, ARM (for its services under this the account of Sellers and ARMCo) shall pay to the Purchasers, as an adjustment to the Purchase Price, in the manner and with interest as provided in Section 1.5(d3.03(e), an amount of cash equal to the difference between the Target Amount and the Final Working Capital (the “Deficit Amount”). If the Final Working Capital exceeds the Target Amount, the Purchaser shall pay to ARM (for the account of Sellers and ARMCo, as an adjustment to the Purchase Price, in the manner and with interest as provided in Section 3.03(e), an amount of cash equal to the difference between the Final Working Capital and the Target Amount (the “Surplus Amount”). (e) Within five (5) Business Days after the Final Working Capital has been finally determined pursuant to Section 3.03(c), (i) if there is a Deficit Amount, ARM (for the accounts of Sellers and ARMCo) shall pay to the Purchasers an amount equal to such Deficit Amount and (ii) if there is a Surplus Amount, the Purchaser or its Designee shall pay to ARM (for the account of Sellers and ARMCo) an amount equal to such Surplus Amount, in each case above, together with interest calculated as set forth below. Any payment of a Deficit Amount or a Surplus Amount shall be made by wire transfer of immediately available funds to an account designated in writing by the Purchaser or ARM, as the case may be, at least three (3) Business Days prior to such payment. The amount of any payment to be made pursuant to this Section 3.03(e) shall bear interest from and including the Closing Date to but excluding the date of payment at a rate of 8.25% per annum or (if less) the maximum rate permitted by applicable Law, during the period from the Closing Date to the date of payment. Such interest shall be calculated daily on the basis of a year of three hundred and sixty five (365) days and the actual number of days elapsed, without compounding. (f) If the Adjusted Final Business Assets and Transferred Interests Purchase Price and the Final ARMCo Receivables Purchase Price are different than the Base Business Assets and Transferred Interests Purchase Price and the Base ARMCo Receivables Purchase Price, ARM and ARMCo shall reconcile the differences as promptly as practicable, and shall make such reconciling payments to each other as may be appropriate. Notwithstanding anything to the contrary contained herein or in the ARMCo Receivables Agreement, if the Final ARMCo Receivables Purchase Price is greater than the Base ARMCo Receivables Purchase Price, ARMCo will look solely to ARM, without recourse to the Purchasers, for the amount of such excess and if the Final ARMCo Receivables Purchase Price is less than the Estimated Base ARMCo Receivables Purchase Price, then Seller 1 shall pay ARM will look solely to BuyerARMCo, by wire transfer without recourse to the Purchasers, for the amount of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined such deficiency. Purchasers and Sellers agree that they will look solely to each other for payment of any adjustment to be paid pursuant to this Section 1.5, an amount equal 3.03 without recourse to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working CapitalARMCo.

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. (b) Within 60 75 days after the Closing Date, the Buyer shall will prepare and deliver to the Seller a draft balance sheet (the “Draft Closing Date Balance Sheet”) for the Company as of the Adjustment Time (determined on a pro forma basis as though the Parties had not consummated the transactions contemplated by this Agreement) along with a statement (the “Draft Closing Statement”) setting forth the Buyer’s calculation of (i) the Closing Statement to Seller 1Cash, (ii) the Closing Indebtedness, (iii) the Transaction Expenses, (iv) the Net Working Capital, and (v) a recalculation of the Estimated Purchase Price using these recalculated numbers in place of the Estimated Closing Cash, the Estimated Closing Indebtedness, the Estimated Transaction Expenses and the Estimated Closing Net Working Capital. The Buyer will prepare the Draft Closing Statement shall be prepared on a basis consistent Date Balance Sheet using the accounting policies applied by the Company in preparing the Most Recent Balance Sheet and will calculate the Net Working Capital in accordance with the accounting principles, practices, policies and methods expressly sample calculation set forth on Schedule 1.5 and2.4(a), to using the extent not specifically detailed on Schedule 1.5same components (i.e., line items), adjustments and methodologies used in the calculation of the Estimated Closing Net Working Capital (without introduction of new or different accounting principlesmethods, policies, practices, policies procedures, classifications, judgments, or estimation methodologies). The Buyer will make available to the Seller and procedures required or permitted by GAAP its accountants the work papers and applied back-up materials used in preparing the 2013 Baseline Financial Statements underlying Draft Closing Date Balance Sheet and the 2013 Audited Financial StatementsDraft Closing Statement. At The Draft Closing Date Balance Sheet and the request Draft Closing Statement will entirely disregard (x) any and all effects on the assets or liabilities of Seller 1the Company as a result of the transactions contemplated by this Agreement or of any financing or refinancing arrangements entered into at any time by the Buyer or any other transaction entered into by the Buyer in connection with the consummation of the transactions contemplated by this Agreement, and (y) any of the plans, transactions, or changes that the Buyer shall deliver intends to Seller 1 initiate or make or cause to be initiated or made after the Closing with respect to the Company or the business of the Company or its advisors assets, or any facts or circumstances that are unique or particular to the work papers used by Buyer or any of its assets or liabilities. Table of Contents (b) If the Seller has any objections to prepare the Draft Closing Date Balance Sheet or the Draft Closing Statement. (c) Seller 1 shall , then it must deliver a statement describing its objections in reasonable detail to Buyer, the Buyer within 45 30 days after Buyer’s delivery of the (d) If receiving the Draft Closing Date Balance Sheet and the Draft Closing Statement. The Buyer and the Seller 1 objects will use reasonable efforts to the Closing Statement and resolve any such objections are themselves through good faith negotiation. If the Parties do not resolved by Seller 1 and Buyer obtain a final resolution within 45 30 days after Seller 1’s delivery to the Buyer has received the statement of Seller 1’s objection statement pursuant to Section 1.5(c)objections, Buyer and Seller 1 shall promptly however, Ernst & Young (1the “Independent Accountant”) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved will resolve any remaining objections. The Seller, on one hand, and the resolution Buyer, on the other hand, will each pay its own costs and expenses incurred in this Section 2.4(b). The fees and expenses of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Independent Accountant will be proportionately apportioned by the Independent Accountant to resolve such unresolved objectionsthe Seller, including entering into a customary engagement letter with on the Neutral Accountant in one hand, and the Buyer, on the other hand, based on the extent to which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentenceBuyer, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and one hand, or the Seller, on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant the other hand, is the prevailing party in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objectionsdisputed matter. The resolution determination made by the Neutral Independent Accountant of such unresolved objections will be set forth in writing and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall will be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwiseParties. The procedures set forth in this Section 1.5(d) for resolving disputes “Closing Date Balance Sheet” means the Draft Closing Date Balance Sheet together with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined revisions made pursuant to this Section 1.52.4(b), an amount equal to and the difference of (A) “Closing Date Statement” means the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Draft Closing Date Statement is finally determined together with any revisions made pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital.2.4(b)

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined as follows: (a) At least two Business Days before the Closing, Seller 1 will deliver to Buyer a statement calculating the Estimated Net Working Capital. The Estimated Net Working Capital will be used to calculate the Estimated Purchase Price. Within ninety (b90) Within 60 days after the Closing Date, Buyer Pfizer shall prepare and deliver to Purchaser a statement of the Working Capital of the Business as of the Closing Statement to Seller 1Date (the "Working Capital Statement"). The Closing Working Capital Statement shall be prepared unaudited and shall state the Working Capital of the Business as of the Closing Date, taking into account any transfers made pursuant to Section 2.3(d) and the settlement of any Liabilities referred to in Section 2.6(e) after the Closing Date, which for the purposes of the Working Capital Statement shall be deemed to have been settled on the Closing Date at the amount settled. Purchaser shall provide Pfizer with access to the books, records, and personnel of the Business necessary for Pfizer to prepare the Working Capital Statement. (b) Purchaser may dispute the amounts reflected on the line items of the Working Capital Statement (a "Disputed Item"), but only (i) on the basis that an entry contained on such Working Capital Statement is based on facts or occurrences arising solely between the date of the unaudited financial statements described on Schedule 1.1(b) hereto and the date of the Working Capital Statement, (ii) an entry contained on such Working Capital Statement was not made in a manner consistent with the accounting principlesunaudited financial statements attached hereto as Schedule 1.1(b), practices(iii) a Disputed Item does not reflect, policies or has not been made in a manner consistent with, the provisions of this Agreement, and methods expressly set forth on Schedule 1.5 and, (iv) to the extent not specifically detailed on Schedule 1.5the amount disputed with respect to any one Disputed Item exceeds $1,000,000 and all such Disputed Items exceed $5,000,000 in the aggregate; provided, however, the accounting principlesPurchaser shall notify Pfizer in writing of each Disputed Item, practicesand specify the amount thereof in dispute and the basis therefor, policies and procedures required or permitted within thirty (30) days after receipt of the Working Capital Statement. The failure by GAAP and applied Purchaser to provide a notice of Disputed Items to Pfizer within such thirty (30) day period will constitute Purchaser's acceptance of all the items in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Working Capital Statement. (c) Seller 1 If a notice of Disputed Items shall deliver be timely delivered pursuant to Buyersubclause (b) above, Pfizer and the Purchaser shall, during the ten (10) Business Days following the date of such delivery (the "Resolution Period"), negotiate in good faith to resolve the Disputed Items. If, during such Resolution Period, the parties are unable to reach agreement, Pfizer and the Purchaser shall refer all unresolved Disputed Items to Xxxxxx Xxxxxxxx & Co., or any other "big six" independent accounting firm as Pfizer and Purchaser shall mutually agree upon (the "Independent Accountant"). The Independent Accountant shall make a determination with respect to each unresolved Disputed Item within 45 fifteen (15) days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement its engagement by Pfizer and any such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c), Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant Purchaser to resolve such unresolved objectionsDisputed Items, including entering into a customary engagement letter with the Neutral Accountant in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority determination shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant made in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwise. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital.accordance

Purchase Price Adjustment. The 3.1 Prior to the Closing, Company shall have prepared and delivered to Buyer an estimated closing statement (the “Estimated Purchase Price Closing Statement”) that contains (except, in the case of clauses (b), (c) and (d), to the Adjusted Purchase Price shall be determined as follows:extent such information is otherwise included in the Funds Flow Statement) a good faith estimate, in reasonable detail, prepared in accordance with the Applicable Accounting Practices and Procedures, of (a) At least two Business Days before the ClosingNet Working Capital (the “Estimated Net Working Capital”), Seller 1 (b) the amount of Indebtedness of the Company Group Members calculated through and including the Closing that will deliver be unpaid immediately prior to Buyer a statement calculating the Closing (the “Estimated Indebtedness”), (c) the Transaction Expenses of the Company Group Members calculated through and including the Closing that will be unpaid immediately prior to the Closing (the “Estimated Transaction Expenses”), and (d) Cash and Cash Equivalents of the Company Group Members as of the Closing (the “Estimated Closing Cash”). If (i) the Estimated Net Working Capital. The Capital is greater than the Target Net Working Capital Amount, then the Closing Merger Consideration shall be increased by such excess amount or (ii) the Estimated Net Working Capital will is less than the Target Net Working Capital Amount, then the Closing Merger Consideration shall be used to calculate decreased by such excess amount (such increase or decrease, the “Estimated Purchase PriceClosing Adjustment”). 3.2 No later than ninety (b90) Within 60 calendar days after the Closing Date, Buyer shall prepare in good faith and deliver to Representative a statement (the “Closing Statement”) setting forth Buyer’s calculation, in reasonable detail and prepared in accordance with the Applicable Accounting Practices and Procedures, of (a) the Net Working Capital (the “Net Working Capital Calculation”), (b) the amount of Indebtedness of each Company Group Member calculated through and including the Closing and unpaid immediately prior to the Closing (the “Closing Indebtedness”), (c) the Transaction Expenses calculated through and including the Closing and unpaid immediately prior to the Closing (the “Closing Transaction Expenses”), (d) the Cash and Cash Equivalents as of the Closing (“Closing Cash”), and (e) Buyer’s proposed calculation of the Adjustment Calculation. 3.3 On or prior to the thirtieth (30th) calendar day following Buyer’s delivery of the Closing Statement to Seller 1. The Closing Statement shall be prepared on Representative, Representative may give Buyer a basis consistent with the accounting principles, practices, policies written notice stating in reasonable detail any and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request all of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing Statement. Representative’s objections (can “Objection Notice”) Seller 1 shall deliver to Buyer, within 45 days after Buyer’s delivery of the (d) If Seller 1 objects to the Closing Statement and any or the determination of the Net Working Capital Calculation, the Closing Indebtedness, the Closing Transaction Expenses, the Closing Cash or the Adjustment Calculation as determined by Buyer. During such objections are not resolved by Seller 1 and Buyer within 45 days after Seller 1’s delivery to Buyer of Seller 1’s objection statement pursuant to Section 1.5(c)thirty (30) calendar-day period, Buyer will provide Representative and Seller 1 shall promptly its accountants reasonable access, during normal business hours and upon reasonable notice, to (1a) jointly prepare review the financial books and sign a statement setting forth records of each Company Group Member, and (Ab) those objections (if any) that the employees and other representatives of Buyer and Seller 1 have resolved and Company Group Members who were responsible for the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant in which the scope preparation of the Neutral AccountantClosing Statement or any items therein to respond to questions relating to the preparation of the Closing Statement, and to allow Representative to determine the accuracy of Buyer’s engagement is specified calculation of the items set forth on the Closing Statement. Any Objection Notice shall specify in reasonable detail that is consistent with this Agreementthe nature and dollar amount of the objections and the reasonable basis or bases therefor. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare Any determination set forth on the Closing Statement and to determine the basis of any unresolved objection by Buyer described which Representative does not specifically object in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority Objection Notice shall be limited to resolving such unresolved objections based solely on the provisions of this Agreement deemed accepted and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(b) and the amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and (2) the Closing Statement and the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s resolution of such unresolved objections. The resolution by the Neutral Accountant of such unresolved objections and the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution shall be final, conclusive final and binding upon the Parties and each Party agrees that it will not make any claim with regard to upon delivery of the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwiseObjection Notice. The procedures failure by Representative to deliver an Objection Notice within such thirty (30) day period shall constitute Representative’s acceptance of the Adjustment Calculation, which shall be final and binding on Representative and the Securityholders for all purposes of this Agreement. 3.4 Following Buyer’s receipt of any Objection Notice, Representative and Buyer shall attempt to negotiate in good faith to resolve such dispute. If Representative and Buyer fail to agree on any of Representative’s proposed adjustments set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the fees and expenses of the Neutral Accountant for its services under this Section 1.5(d). (e) If the Adjusted Purchase Price is less than the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) the Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital.Objection Notice within

Purchase Price Adjustment. The Estimated Purchase Price and the Adjusted Purchase Price shall be determined adjusted as ------------------------- follows: (a) At least two Business Days before The Purchase Price shall be reduced by $1.50 for each dollar that the Closingnet revenue from continuing operations of the Target for the year ended December 31, Seller 1 will deliver to Buyer a statement calculating 1998 (the Estimated Net Working Capital"Revenue Figure") was less than $3,707,566.00 (the aggregate amount of such reduction, the "Purchase Price Adjustment"). The Estimated Net Working Capital will be used to Purchase Price Adjustment shall not exceed $611,349. Following delivery of the financial statements of the Target for the year ended December 31, 1998 audited by PricewaterhouseCoopers ("PwC") (the date of delivery of the audited financial statements, the "Delivery Date"), PwC shall calculate the Estimated Purchase Price. (b) Within 60 days after the Closing Date, Buyer shall prepare and deliver the Closing Statement to Seller 1. The Closing Statement shall be prepared Revenue Figure on a basis consistent with the accounting principles, practices, policies and methods expressly basis used in determining the net revenue from continuing operations of the Target set forth on in the Target's unaudited statement of income for the fiscal year ended December 31, 1998, attached hereto as Schedule 1.5 and2.12. (b) The determination of the Revenue Figure by PwC, subject to the extent not specifically detailed other provisions of Section 1.6, shall be conclusive and binding on Schedule 1.5, the accounting principles, practices, policies all parties. Any fees and procedures required or permitted expenses of PwC shall be borne by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements. At the request of Seller 1, Buyer shall deliver to Seller 1 or its advisors the work papers used by Buyer to prepare the Closing StatementBuyer. (c) If the Revenue Figure indicates that a Purchase Price Adjustment should be made, i.e., the net revenue from continuing operations of the Target ---- for the year ended December 31, 1998 was less than $3,707,566.00, then each Note delivered to Seller 1 in accordance with Section 1.5(d) shall be reduced Pro Rata (and Seller agrees to such reduction and to deliver such Notes for reduction subject to Buyer, within 45 days after Buyer’s delivery of thesubsection (d) hereof). (d) If Seller 1 objects has any objections to the Closing Statement and any such objections are not resolved by Revenue Figure, Seller 1 and shall deliver to Buyer within 45 20 days after Seller 1’s delivery to Buyer of Seller 1’s objection from the Delivery Date a detailed statement pursuant to Section 1.5(c)(the "Objections Statement") describing Seller's specific objections, Buyer and Seller 1 shall promptly (1) jointly prepare and sign a statement setting forth (A) those objections (if any) that Buyer and Seller 1 have resolved and the resolution of such objections and (B) those objections that remain unresolved and (2) engage the Neutral Accountant to resolve such unresolved objections, including entering into a customary engagement letter with the Neutral Accountant amount in which the scope of the Neutral Accountant’s engagement is specified in reasonable detail that is consistent with this Agreement. Buyer shall deliver promptly to the Neutral Accountant the work papers used by Buyer to prepare the Closing Statement and to determine the basis of any unresolved objection by Buyer described in the preceding sentence, and Seller 1 shall deliver promptly to the Neutral Accountant the work papers used by Seller 1 to prepare the objection statement described in Section 1.5(c) and to determine the basis of any unresolved objection by Seller 1 described in the preceding sentence. Each of Buyer and Seller 1 shall provide to the Neutral Accountant any information of such Party that the Neutral Accountant reasonably requests for purposes of resolving such unresolved objections. Buyer and Seller 1 shall instruct the Neutral Accountant that (x) the scope of its review and authority dispute shall be limited to resolving such unresolved objections based solely on the provisions deducted from each Note by means of this Agreement and on written submissions and presentations by Buyer and Seller 1 (or their respective Representatives) provided to Neutral Accountant creation of a new Note in accordance herewith, and not on independent review by the Neutral Accountant, (y) the Neutral Accountant’s resolution of each unresolved objection shall be within the range for such unresolved objection defined by the amount of such item proposed by Buyer in its Closing Statement delivered pursuant to Section 1.5(bdeduction (the "Escrow Note") and the reduction of the principal amount of such item proposed by Seller 1 in Sellers’ statement of objections delivered pursuant to Section 1.5(c) and (z) the Neutral Accountant shall issue, within 60 days of its engagement, a ruling that sets forth (1) the resolution of each such unresolved objection and original Note. The Escrow Note shall be deposited in the escrow account established pursuant to an escrow agreement (2the "Escrow Account") in a form mutually agreeable to the Closing Statement and parties (the Adjusted Purchase Price, in each case reflecting the Neutral Accountant’s "Escrow Agreement") pending resolution of the disputes pursuant to the procedures hereinafter set forth. Thereafter, Xxxxxx & Xxxxxxxxxx ("Seller's Accountant") on behalf of Seller, and PwC on behalf of Buyer, shall seek to resolve Seller's objections by mutual agreement in order to determine the Revenue Figure. If Seller's Accountant and PwC are unable to resolve such unresolved objectionsobjections within 15 days after delivery of the Objections Statement, they shall promptly jointly appoint a third independent certified public accountant (the "Third Party Firm") for the purpose of resolving Seller's objections in order to determine the Revenue Figure. The resolution written determination (the "Post Closing Determination") by the Neutral Accountant Third Party Firm of such unresolved the Revenue Figure, after considering all written objections and thereto in accordance with the Closing Statement and the Adjusted Purchase Price giving effect to the Neutral Accountant’s resolution foregoing procedure, shall be final, conclusive and binding upon the Parties and each Party agrees that it will not make any claim with regard to the Neutral Accountant’s decision or ask for a review by any Governmental Entity or otherwiseparties. The procedures set forth in this Section 1.5(d) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes, except that this Section 1.5(d) shall not prohibit any Party from instituting litigation to enforce the Neutral Accountant’s determination of the Closing Statement and the Adjusted Purchase Price in a court of competent jurisdiction in accordance with Section 12.11. Buyer and Seller 1 shall share equally the Any fees and expenses payable to the Third Party Firm for services pursuant to this subsection (d) shall be borne by Buyer unless the Post Closing Determination by the Third Party Firm results in a determination of Revenue Figure that is equal to or lower than the Neutral Accountant for its services under this Section 1.5(d). Revenue Figure originally determined by PwC, in which case Seller shall bear all fees and expenses payable to the Third Party Firm. (e) If Any amounts deposited in the Adjusted Escrow Account pursuant to subsection (d) above shall be distributed by the Escrow Agent (as defined in the Escrow Agreement) promptly as directed in the Post Closing Determination. (f) The Purchase Price is less than as adjusted by the Estimated Purchase Price, then Seller 1 shall pay to Buyer, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Estimated Purchase Price minus (B) Adjustment shall be referred to herein as the "Adjusted Purchase Price. If the Adjusted Purchase Price is greater than the Estimated Purchase Price, then Buyer shall pay to Seller 1, by wire transfer of immediately available funds, within three Business Days after the date on which the Final Closing Statement is finally determined pursuant to this Section 1.5, an amount equal to the difference of (A) the Adjusted Purchase Price minus (B) the Estimated Purchase Price. Payment in accordance with this Section 1.5(e) shall be the sole and exclusive remedy of the Parties for disputes regarding the Estimated Net Working Capital and the Actual Net Working Capital, and Article VI shall not apply to any such dispute in respect of the determination of Estimated Net Working Capital and the Actual Net Working Capital."