Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. (a) Within ninety (90) days after the Closing Date, Seller shall prepare and deliver to Purchaser a statement (the “Statement”), setting forth the Net Cash as of the close of business on the Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes. (b) Within thirty (30) days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.

Purchase Price Adjustment. (a) Within ninety thirty (9030) days after the Closing Date, Seller shall prepare and deliver to Purchaser Buyer a statement (the “Net Assets Statement”) setting forth (i) the sum of the Accounts Receivable (net of reserves), setting forth Business-related prepaids, Inventory (net of reserves) and Equipment and the Net Cash cash, accounts receivable (net of reserves), prepaids, inventory (net of reserves) and equipment of Iteris GmbH minus (ii) the sum of the Accounts Payable, reserve for Warranty Expenses, and accounts payable and accrued expenses of Iteris GmbH, in each case as of the close of business on the Closing Date (the “Closing Net CashAssets”) determined ). The Net Assets Statement shall be prepared, and the Closing Net Assets shall be calculated, in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have agreed procedures and accounting practices set forth on Schedule 3.2(a) (the right, but not “Agreed Procedures”) and the obligation, to conduct, at Seller’s expense, an audit net book value of the balance sheet Inventory and Iteris GmbH inventory shall be computed based upon the quantities of the Company Inventory and Iteris GmbH inventory on hand as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change as determined through a physical inventory conducted by Seller on or before the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After fifth day following the Closing Date, at the results of which shall be adjusted from Buyer’s and Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records to reflect the Inventory and Iteris GmbH inventory as of the Company for such Closing Date. Buyer or its representatives shall have the right to observe the physical inventory and shall have full access to all books and records with respect to the Inventory. For illustration purposes, a Net Assets Statement as of June 30, 2011 is included in Schedule 3.2(a). (b) Within If Buyer reasonably believes that the Net Assets Statement contains errors or has not been prepared in accordance with the Agreed Procedures, Buyer may deliver to Seller a written notice of objection no later than thirty (30) days after receipt the date on which Seller delivered the Net Assets Statement to Buyer, which notice shall specify the nature of each dispute and the Statement, Purchaser shall deliver to Seller basis therefor (a written statement describing its objections, if any, to the Statement (the “Statement of ObjectionsNet Assets Objection”). If Purchaser does not Failure by Buyer to deliver a Net Assets Objection within the thirty-day period will be deemed to be Buyer’s acceptance of the Net Assets Statement of Objections as the Final Net Assets Statement. The Parties shall attempt in good faith to Seller reach agreement resolving all disputes set forth in the Net Assets Objection within such thirtysixty (60) days after its delivery. In the event that the Parties are unable to resolve an Objection within the sixty-day period, the Statement parties shall become final and binding upon follow the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be arbitration procedures set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination3.3. (c) Upon As used herein, the term “Final Net Assets Statement” means (i) the Net Assets Statement becoming final and binding if Buyer does not deliver a Net Assets Objection in accordance with Section 2.04(b3.2(b); (ii) if Buyer timely gives a Net Assets Objection and all of the disputed items are resolved by mutual agreement of the Parties, the Initial Purchase Price shall be increased Net Assets Statement, as amended, if necessary, to reflect such resolution of all disputes; or (iii) if any disputed items are submitted to the Arbitrator for resolution, the Net Assets Statement, as amended, if necessary, to reflect any resolution of any disputes by fifty percent (50%) agreement of the amount Parties and the resolution of all other disputes by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may beArbitrator.

Purchase Price Adjustment. (a) Within ninety (90) days Promptly after the Closing Date, Seller and in any event not later than sixty (60) days following the Closing Date, Sellers shall prepare and deliver to Purchaser for its review a statement (the “Closing Statement”), setting forth the Net Cash as ) of the close of business on the Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company Working Capital as of the Closing Date Date. The Closing Statement shall be prepared in accordance a manner consistent with generally accepted auditing standardsExhibit A; providedPurchaser shall give Sellers and its Representatives reasonable access, howeverduring normal business hours and upon reasonable notice, that nothing in this sentence shall either change to the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shallbooks and records, and shall cause appropriate personnel of the Company to, assist Seller Conveyed Entities and its representatives in Purchaser for purposes of the preparation of the Closing Statement in accordance with this Section 2.4(a) (and during the conduct of periods contemplated by this Section 2.4(a)). Purchaser shall instruct its employees (including the audit Transferred Employees) and shall provide Seller Representatives to cooperate with, and its representatives any information reasonably requested and shall provide them access at promptly respond to all reasonable times to the personnelrequests and inquiries of, properties Sellers and books and records of the Company for such purposestheir Representatives. (b) Within Purchaser shall complete its review of the Closing Statement within thirty (30) days after receipt the delivery thereof to Purchaser. In connection with the foregoing, Sellers shall give Purchaser and its Representatives reasonable access, during normal business hours and upon reasonable notice, to the books and records, and appropriate personnel of Sellers and their Affiliates solely for purposes of its review of such Closing Statement. Sellers shall instruct their employees and Representatives that were responsible for preparation of the Closing Statement to cooperate with, and promptly respond to all reasonable requests and inquiries of, Purchaser and its Representatives, and, upon execution of a customary access letter if required by Sellers’ outside accountants, Purchaser and its Representatives shall have reasonable access, upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Sellers or their Representatives (including its outside accountants) to the extent such materials have been prepared by Sellers or their Representatives and relate to the preparation of the Closing Statement. Promptly following completion of its review (but in no event later than ten (10) Business Days following the conclusion of the thirty (30) day period), Purchaser shall deliver submit to Seller Sellers a written statement describing letter regarding its objectionsconcurrence or disagreement with the accuracy of the Closing Statement; provided that, if anyPurchaser submits a letter of disagreement disputing any items set forth in the Closing Statement (such letter, a “Closing Statement Dispute Notice”), such Closing Statement Dispute Notice will specify (i) the item or items of the Closing Statement with which Purchaser disagrees and the basis therefor, (ii) the adjustments that Purchaser proposes to be made to the Closing Statement and (iii) the “specific amount of such disagreement and all supporting documentation and calculations; and provided, further, that Purchaser may only submit a Closing Statement of Objections”)Dispute Notice to the extent that (i) Purchaser claims Sellers did not prepare the Closing Statement in accordance with Section 2.4(a) and/or (ii) Purchaser’s proposed calculation will result in an adjustment to the Purchase Price. If Purchaser delivers a letter stating its concurrence with the Closing Statement or if Purchaser does not deliver a Closing Statement of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection Dispute Notice within ten (10) Business Days after following the receipt by Seller conclusion of such thirty (30) day period, the Closing Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP final and binding upon the Parties. (c) Following timely and proper delivery of a Closing Statement Dispute Notice, if any, Sellers and Purchaser shall attempt in good faith to resolve promptly any disagreement as to the computation of any item or items to which there was disagreement as set forth in the Closing Statement Dispute Notice (such items, the “Accounting FirmClosing Statement Disputed Items”), and any item or items set forth in the Closing Statement as to which there is no disagreement shall be deemed agreed by the Parties. If the Parties cannot reach a resolution of any Closing Statement Disputed Items within fifteen (15) days (or longer, as mutually agreed by the Parties) after timely and proper delivery of a Closing Statement Dispute Notice by Sellers, then Sellers and Purchaser shall submit any such Closing Statement Disputed Items to the Accountant for determination. Each of Sellers and Purchaser shall execute a reasonably acceptable engagement letter, if requested to do so by the Accountant, and shall provide the Accountant with all information and documentation within its possession or control that the Accountant requests for making its determination as to the Closing Statement Disputed Items. The Accounting Firm determination of the Accountant with respect to any Closing Statement Disputed Items shall be instructed to resolve such disputes completed within thirty (30) days after receipt by the Accounting Firm appointment of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing Accountant and shall be conclusive determined in accordance with this Agreement and binding upon the parties, and the Statement, as modified by such resolution, shall become be final and binding upon the date Parties. Each of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm Sellers and Purchaser shall have no right an opportunity to make any determination submit to the Accountant written memoranda setting forth their positions with respect to any Closing Statement Disputed Items. The Accountant shall adopt a position within the undisputed portions range of the Statement, positions submitted by Sellers and no such determination Purchaser with respect to the undisputed portions of the any Closing Statement Disputed Item. The Accountant’s determination regarding any Closing Statement Disputed Item shall be binding based solely on Seller whether Sellers included such Closing Statement Disputed Item in or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash excluded such Closing Statement Disputed Item from the Closing Statement or calculated such Closing Statement Disputed Item, as the case may be, in accordance with Section 2.032.4(a). The Working Capital as finally determined in accordance with this Section 2.4 shall be referred to as the “Closing Date Working Capital” for all purposes hereunder. The fees, costs, and expenses of the Accountant incurred with respect to this Section 2.4 shall be shared as follows: (i) if the Accountant resolves all of the Closing Statement Disputed Items in favor of Purchaser’s position (the Closing Date Working Capital so determined is referred to herein as the “Low Value”), then Sellers shall be obligated to pay for all of the fees and expenses of the Accounting Firm Accountant; (ii) if the Accountant resolves all of the Closing Statement Disputed Items in favor of Sellers’ position (the Closing Date Working Capital so determined is referred to herein as the “High Value”), then Purchaser shall be apportioned obligated to pay for all of the fees and expenses of the Accountant; and (iii) if the Accountant neither resolves all of the Closing Statement Disputed Items in favor of Purchaser’s position nor resolves all of the Disputed Items in favor of Sellers’ position (the Closing Date Working Capital so determined is referred to herein as the “Actual Value”), Sellers shall be responsible for such fraction of the fees and expenses of the Accountant for the Closing Date Working Capital equal to (x) the difference between Seller the High Value and the Actual Value over (y) the difference between the High Value and the Low Value, for the Closing Date Working Capital and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller responsible for the remainder of the fees and Purchaser in accordance with such determinationexpenses of the Accountant. (cd) Upon If Closing Date Working Capital: (i) is equal to or greater than Sixty Three Million Eight Hundred Thousand Dollars ($63,800,000) (the Statement becoming final “Lower Working Capital Limit”) and binding in accordance with Section 2.04(bis equal to or less than Sixty Four Million Two Hundred Thousand Dollars ($64,200,000) (the “Upper Working Capital Limit”), then no adjustments will be made to the Initial Purchase Price in respect of Working Capital; or (ii) exceeds the Upper Working Capital Limit, then Purchaser shall be increased obligated to pay to Sellers the amount by fifty percent which Closing Date Working Capital exceeds the Upper Working Capital Limit; or (50%iii) of is less than the Lower Working Capital Limit, then Sellers shall be obligated to repay to Purchaser the amount by which the Closing Net Cash Lower Working Capital Limit exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date Working Capital. (e) Any payments to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay be made pursuant to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder this Section 2.4 shall be made by wire transfer of immediately available funds to the account designated in accordance with Section 9.04 writing by Purchaser or Sellers, as the case may be, within five (5) Business Days after final the determination of the Statement Closing Date Working Capital in accordance with this Section 2.4. Any payment required to be made pursuant to this Section 2.4 shall be considered by the Parties as an account designated in writing by Purchaser or Seller, as adjustment to the case may bePurchase Price.

Purchase Price Adjustment. (a) Within ninety (90) days after As soon as possible, but in any event on or before the 60/th/ day following the Closing Date, the Seller and its independent accountants ("Seller's Accountants") shall prepare and deliver distribute to Purchaser a the Buyer and Buyer's independent accountants ("Buyer's Accountants") an unaudited statement of assets and liabilities for the Business being acquired hereunder (the “Statement”), setting forth the Net Cash which shall exclude Excluded Assets and Liabilities Not Assumed) as of the close of business on the Closing Date Date, including a calculation of Value of the Business (the “"Draft Closing Net Cash”) determined in accordance Balance Sheet"). The Seller will prepare the Draft Closing Balance Sheet on a basis consistent with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and Latest Balance Sheet. The Draft Closing Balance Sheet shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times also contain a reconciliation to the personnelAudited Carve-out Financial Statements for the year ended December 31, properties and books and records of the Company for such purposes1997. (b) Within thirty (30) calendar days after receipt of receiving the StatementDraft Closing Balance Sheet, Purchaser shall Buyer will deliver to the Seller and Seller's Accountants a written statement specifying the amount in dispute and describing its objections, if any, in reasonable detail the basis for such dispute. The parties shall use reasonable efforts to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objectionsobjections in good faith, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes but if they do not obtain a final resolution within thirty (30) calendar days after receipt the Buyer has delivered the statement of objections and if the items remaining in dispute are such that the Purchase Price would be adjusted by more than $50,000, then an independent accounting firm which shall be mutually acceptable to the parties shall be retained to resolve any remaining objections (the "Arbitrating Accountants") and shall within forty-five (45) calendar days after submission determine and report to the parties upon such remaining disputed items. The parties shall bear the fees and disbursements of the Arbitrating Accountants in the same proportion that their respective positions are confirmed or rejected by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolutionArbitrating Accountants. The determination of the Accounting Firm for 5. Arbitrating Accountants will be conclusive and binding on the parties. The statement setting forth the final determinations pursuant to this Section 2.2(b) is referred to herein as the "Closing Balance Sheet." Notwithstanding anything contained in this Section 2.2 to the contrary, if the items successfully disputed by the Buyer are such that the Purchase Price would be adjusted by less than $50,000, no adjustment to the Purchase Price shall be made and the amount of any adjustment that would otherwise be made shall be counted towards the $300,000 threshold of Buyer Indemnifiable Losses specified in Section 11.3(b). Any item in dispute candisputed by Buyer that is resolved pursuant to this Section 2.2 may not be in excess of, nor less than, the greatest or lowest value, respectively, claimed asserted as a basis for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid a claim for indemnity by Seller and Purchaser in accordance with such determinationunder Article 11. (c) Upon If the Statement becoming final and binding in accordance with Section 2.04(b)Value of the Business calculated from the Closing Balance Sheet exceeds the Preliminary Purchase Price, then the Initial principal amount of the Purchase Price Note shall be increased by fifty percent (50%) an amount equal to such excess. If the Value of the amount by which Business calculated from the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash Balance Sheet is less than the Estimated Closing Net Cash. If Preliminary Purchase Price, then the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) principal amount of the Purchase Note shall be reduced by an amount of such excess, together with a sum equivalent to interest thereon at a rate equal to such difference. In either case, the LIBOR Rate from interest due under the Purchase Note shall be adjusted retroactively to the Closing Date based on the final Purchase Price. The Preliminary Purchase Price, as adjusted pursuant to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cashthis Section 2.2, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final referred to herein as the "Purchase Price." Promptly following the determination of the Statement Purchase Price pursuant to this Section 2.2, Buyer shall execute and deliver to the Seller in exchange for the return of the original Purchase Note an account designated in writing by Purchaser amended and restated Purchase Note reflecting such increase or Sellerreduction, as the case may be.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Within ninety Buyer shall cause the Company to prepare and Arthxx Andexxxx X.X.P. (90the "Auditors"), the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 days after the Closing Date, Seller shall prepare and deliver to Purchaser a statement (the “Statement”), setting forth the Net Cash as of the close of business on the Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes. (bc) Within thirty (30) If the Purchase Price Adjustment is a positive amount, the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days after receipt of the Statement, Purchaser shall deliver date of the delivery to Seller a written statement describing its objections, if any, to Buyer of the Statement (the “Statement of Objections”"Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If Purchaser does the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot deliver be resolved, either Buyer or Seller Representative can request, by the delivery of a Statement notice to the other specifying in reasonable detail the nature of Objections to Seller the dispute, within three (3) days of the expiration of such thirty-fifteen day period, that the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall dispute be resolved by Ernst & Young LLP an independent nationally-recognized accounting firm that has no business relationship with either party (the “"Accounting Firm”)Arbitrator") selected by the party delivering the notice. The Accounting Firm Arbitrator shall be instructed to review any disputed items and resolve any such disputes within thirty (30) days after receipt by of the date the Accounting Firm Arbitrator is retained. The decision of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) Accounting Arbitrator shall be final and by Purchaser to Seller binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.032.3. The fees and expenses of the Accounting Firm Arbitrator shall be apportioned between Seller borne one-half by Buyer and Purchaser one-half by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determinationSellers. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.

Purchase Price Adjustment. (ai) Within ninety (90) Not later than 120 days after the Closing Date, Seller Purchaser shall prepare and deliver to Purchaser the Representative a statement (the “Closing Statement”), ) setting forth the Net Cash Working Capital as of the close Closing, the Company Debt as of business on the Closing Date (Closing, the “Closing Net Cash”) determined Severance Obligations as of the Closing, and the Purchase Price as adjusted by the foregoing in accordance with Section 2.031.2, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the a consolidated balance sheet of the Company as of the Closing Date and all relevant backup materials, in detail reasonably acceptable to Representative. The Pre-Closing Statement and such consolidated balance sheet shall be prepared in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change IFRS and Spanish GAAP. From the definition delivery of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing DateStatement until such time as the Closing Statement and final Purchase Price, as adjusted, shall have been finally determined pursuant to this Section 1.3, the Representative and his accountants (at Seller’s request, Purchaser the expense of the Stockholders) shall, upon reasonable notice and during normal business hours, be permitted to discuss with Purchaser and its accountants the Closing Statement and shall cause be provided complete and accurate copies of, and have reasonable access (including electronic access, to the Company to, assist Seller extent reasonably available) upon reasonable notice at reasonable times during normal business hours to the work papers and supporting records of Purchaser and its representatives in accountants so as to allow the preparation Representative and his accountants to verify the accuracy of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposesClosing Statement. (bii) Within thirty If the Representative disputes the Closing Statement, the Representative shall notify Purchaser in writing (30the “Dispute Notice”) of the amount, nature and basis of such dispute, within 30 days after receipt delivery of the StatementClosing Statement and such disagreement shall be resolved in accordance with Section 1.4. (iii) Immediately upon the earlier to occur of (A) the expiration of the 30 day period for giving the Dispute Notice, if no such notice is given, or (B) notification by the Representative to Purchaser shall deliver to Seller a written statement describing its objectionsthat no such notice will be given, or (C) the resolution of disputes, if any, to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b)1.4, which materials shall be delivered by Seller and Purchaser any adjustments to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent paid as follows: (50%1) of if the amount by which final Purchase Price as adjusted to reflect the Working Capital, the Company Debt and the Severance Obligations set forth on the Closing Net Cash Statement exceeds the Estimated Closing Net Cash Purchase Price, then Purchaser will pay such excess to the Stockholders in the proportions provided in Exhibit G or decreased by fifty percent (50%2) of if the amount by which final Purchase Price as adjusted to reflect the Working Capital, the Company Debt and the Severance Obligations set forth on the Closing Net Cash Statement is less than the Estimated Closing Net CashPurchase Price, then such amount will be released to Purchaser from the Bank Account. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) Following payment of the amount of such excessamounts contemplated by the immediately preceding sentence, together with a sum equivalent to interest thereon at a rate equal if any, the funds remaining in the Bank Account will be released to the LIBOR Rate from the Closing Date Representative for delivery to the date of payment. If Stockholders in the Estimated Closing Net Cash exceeds proportions provided in Exhibit G and the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall Bank Account will be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may beterminated.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (a60) Within ninety (90) calendar days after the Closing Date, Seller shall prepare and deliver to Purchaser (i) a statement (the “Statement”), setting forth the Net Cash consolidated balance sheet of Sellers as of the close Closing Date, (ii) a consolidating balance sheet of business on Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date (the “"Closing Net Cash”) determined in accordance with Section 2.03Balance Sheets"). For Purchase Price adjustment considerations, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance Balance Sheets shall be prepared on a consistent basis with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, accounting practices and shall cause the Company to, assist Seller and its representatives procedures applied by Sellers in the preparation of the Statement Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the conduct date of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to Closing Balance Sheet. In the personnel, properties and books and records event of a dispute between the parties regarding the preparation of the Company for such purposes. Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (b15) Within thirty (30) business days after receipt one of the Statementparties has notified the other party thereof, Purchaser the parties shall deliver to Seller together select a written statement describing its objectionsmutually acceptable Big Six public accounting firm (which shall be unrelated to, if anyand not in any manner affiliated with, to either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the Statement (two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the “Statement of Objections”disputed item or items consistent with the criteria set forth in this Section 3.01(b). If Purchaser does not deliver a Statement Such independent determination shall (in the absence of Objections to Seller within such thirty-day periodfraud, bad faith, undue influence, or the Statement shall become like, or manifest error) be final and binding upon the parties. If Purchaser delivers a Statement on all of Objections to Seller within such thirty-day period, and the parties cannot resolve any hereto. All fees, costs and expenses incurred in retaining such objection within independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) calendar days after receipt by (i) the Accounting Firm completion of mutually agreed upon Closing Balance Sheets or (ii) the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less thancase may be, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and following Purchase Price Adjustment shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.parties:

Purchase Price Adjustment. (a) Within Section 2.04(a) of the Seller Disclosure Letter sets forth certain current assets and current Liabilities accounts and certain accounting principles, methodologies and policies used in the determination of such accounts. Such accounts of the Business, cumulatively, as of immediately before the effective time of the Closing (as set forth in Section 2.05(a)), determined in accordance with Section 2.04(a) of the Seller Disclosure Letter, and the principles, methodologies and policies set forth therein and, to the extent not set forth therein, in accordance with U.S. GAAP, shall constitute the “Modified Working Capital”. For the avoidance of doubt, amounts included in the determination of Closing Net Indebtedness, Closing Transaction Expenses and Pension Plan Purchase Price Adjustment shall be excluded from the determination of the Modified Working Capital. (b) If the Purchase Price as finally determined in accordance with this Section 2.04 is less than the Estimated Purchase Price, Seller shall pay to Purchaser the total amount of such deficit, and if the Purchase Price as finally determined in accordance with this Section 2.04 exceeds the Estimated Purchase Price, Purchaser shall pay to Seller the total amount of such excess, in either case by wire transfer of immediately available U.S. dollar funds, within three (3) Business Days after the final determination of the Purchase Price, to an account designated by the party receiving payment no later than two (2) Business Days after the final determination of the Purchase Price. (c) As promptly as practicable (and, in any event, within ninety (90) days after the Closing DateClosing), Seller Purchaser shall prepare and deliver to Purchaser Seller a statement setting forth Purchaser’s calculation of (i) Modified Working Capital, (ii) Closing Net Indebtedness, (iii) Closing Transaction Expenses and (iv) the Purchase Price pursuant to this Section 2.04 (the “Closing Statement”), setting forth the Net Cash as of the close of business on the Closing Date (the “Closing Net Cash”) determined which shall be prepared in accordance with the accounting principles, methodologies and policies set forth in Section 2.032.04 of the Seller Disclosure Letter (and, together to the extent not set forth therein, in accordance with U.S. GAAP). The parties agree to provide each other and their respective Representatives reasonable access, during normal business hours and upon reasonable notice, to their respective books, records, work papers and personnel (and any supporting other information which either party reasonably requests to the extent relating to the Business (including, for the avoidance of doubt, the Business in any Deferred Asset Jurisdictions)) throughout the periods during which the Closing Statement is being prepared or evaluated and any disputes that may arise under this Section 2.04 are being resolved, in each case in a manner that does not interfere unreasonably with the operations of such party’s businesses. Notwithstanding the foregoing, neither Purchaser nor Seller shall be required to (x) violate any obligation of confidentiality to which Purchaser or Seller may reasonably requestbe subject in discharging their obligations pursuant to the immediately preceding sentence, and (y) provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize the attorney-client privilege of such party or contravene any applicable Laws. In connection If Seller disagrees with preparing the determination of the Closing Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit notify Purchaser in writing of the balance sheet of the Company as such disagreement within sixty (60) days after delivery of the Closing Date in accordance with generally accepted auditing standards; providedStatement, however, that nothing in this sentence which written notice shall either change the definition of Net Cash from that set forth any such disagreement in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes. detail (b) Within thirty (30) days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of ObjectionsDisagreement Notice”). If Purchaser Seller fails to deliver a Disagreement Notice by the end of such sixty (60)-day period, Seller shall be deemed to have accepted the Closing Statement delivered by Purchaser. Matters included in the calculations in the Closing Statement to which Seller does not deliver a Statement of Objections object in the Disagreement Notice shall be deemed accepted by Seller and shall not be subject to further dispute or review. Purchaser and Seller within shall negotiate in good faith to resolve any such thirty-day perioddisagreement, the Statement and any resolution agreed to in writing by Purchaser and Seller shall become be final and binding upon the parties. . (d) If Purchaser delivers a Statement of Objections and Seller are unable to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10disagreement as contemplated by Section 2.04(c) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt delivery by Seller of a Disagreement Notice, Purchaser and Seller shall jointly select a mutually acceptable nationally recognized third party accounting firm, the retention of which will not give rise to present or potential future auditor independence problems for Seller, Purchaser or any of their respective Affiliates or Subsidiaries, as determined by the reasonable discretion of Seller and Purchaser, to resolve such disagreement (the firm so selected shall be referred to herein as the “Accounting Arbitrator”). In the event that Purchaser and Seller are unable to agree on the appointment of the Accounting Arbitrator, as provided above, then the Accounting Arbitrator shall be appointed, at the request of either Purchaser or Seller, by the American Arbitration Association, which Accounting Arbitrator shall be another nationally recognized third party accounting firm. The parties shall instruct the Accounting Arbitrator to consider only those items and amounts set forth in the Closing Statement as to which Purchaser has disagreed pursuant to a Disagreement Notice and Purchaser and Seller have not resolved their disagreement. The scope of the disputes to be resolved by the Accounting Firm Arbitrator shall be limited to whether such calculation was done in accordance with the terms hereof, the accounting methods, standards, policies, practices, classifications, estimation methodologies, assumptions or procedures used to prepare the Closing Statement, and whether there were mathematical errors in the calculation of the materials delivered Closing Statement, and the Accounting Arbitrator shall not make any other determination. The Accounting Arbitrator shall make its determination based solely on written submissions, presentations and supporting material provided by Purchaser and Seller and not pursuant to any independent review. In resolving any such disagreement, the Accounting Arbitrator may only select an amount for each item in dispute that is within range of values established for such disputed item as determined by reference to the value assigned to such item by Seller to Purchaser pursuant to Section 2.04(a) in the Disagreement Notice and by Purchaser in the Closing Statement. Purchaser and Seller shall use commercially reasonable efforts to Seller pursuant cause the Accounting Arbitrator to deliver to all parties, as promptly as practicable, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Section 2.04(b), which materials Amended Agreement. Such report shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive final and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolutionabsent manifest error. The determination of the Accounting Firm for any item in dispute cannot be in excess offees, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees costs and expenses of the Accounting Firm Arbitrator arising in connection with this Section 2.04 shall be apportioned borne by Purchaser, on the one hand, and Seller, on the other hand, in proportion to the differences between Seller and Purchaser the Purchase Price as determined by the Accounting Firm based on Arbitrator and the degree to which Seller’s asserted Purchase Price set forth in the Closing Statement and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determinationthe Disagreement Notice, respectively. (ce) Upon Purchaser and Seller agree that any payments made pursuant to this Section 2.04 shall be allocated in a manner consistent with any allocation agreed to pursuant to Section 2.03(c). (f) With respect to Cash and Cash Equivalents and Indebtedness of the Statement becoming final and binding Business denominated in accordance with Section 2.04(bcurrencies other than U.S. dollars, the Applicable Exchange Rate for each such currency as of immediately before the effective time of the Closing as published by Bloomberg (BGN New York), the Initial Purchase Price shall be increased by fifty percent (50%) used to convert such amounts into U.S. dollars for purposes of the amount by which the determining Closing Net Cash exceeds Indebtedness in connection with the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay adjustments pursuant to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with this Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be2.04.

Purchase Price Adjustment. (a) Within ninety (90) 10 days after the Closing Date, Seller shall prepare and deliver to Purchaser Buyer a statement (closing balance sheet of the “Statement”), setting forth the Net Cash Division as of the close of business on the Closing Date (the “"Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably requestBalance Sheet"). In connection with preparing The Closing Balance Sheet shall fairly present the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company items listed thereon as of the Closing Date on a basis consistent with the accounting principles, practices, procedures and policies that were used in accordance with generally accepted auditing standards; providedpreparing the August 31, however1997 Balance Sheet, except that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing DateBalance Sheet shall reflect (i) a proper accrual under FAS 106, at Seller’s request, Purchaser shall(ii) a corporate accrual for salaried vacation and holidays relating to Employees (as hereinafter defined), and shall cause (iii) the Company toresults of a physical inventory to be taken by Seller at October 31, assist Seller 1997 consistent with its past practices, with Buyer and its representatives in entitled to observe such physical inventory and review all ledgers and supporting information for the preparation financial statements, and have full access to and the cooperation of Seller's accounting personnel. Buyer shall have a period of 10 days after delivery of the Statement Closing Balance Sheet to review it and the conduct of the audit and shall provide Seller and its representatives make any information reasonably requested and shall provide them access at all reasonable times objections it may have in writing to the personnel, properties and books and records of the Company for such purposes. (b) Within thirty (30) days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”)Seller. If Purchaser does not deliver a Statement of Objections no written objections are made by Buyer within such ten-day period, then the Closing Balance Sheet shall be final and binding on the parties hereto. If Buyer delivers written objections to Seller within such thirtyten-day period, then the Statement parties shall become have an additional five business days within which to resolve any disputed matters. If they are unable to do so, the specific matters in dispute shall be submitted to a Big Six independent accounting firm (other than Ernst & Young L.L.P. and Price Waterhouse L.L.P.) as may be approved by Seller and Buyer, which firm shall render its opinion as to such matters as expeditiously as possible and in any event within 10 days of submission. Based on such opinion, such independent accounting firm will then send to Seller and Buyer its determination on the specified matters in dispute, which determination shall be final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and on the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03hereto. The fees and expenses of the Accounting Firm such independent accounting firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid borne one-half by Seller and Purchaser in accordance with such determinationone-half by Buyer. (cb) Upon In the Statement becoming final and binding in accordance with Section 2.04(b)event "Total Proprietary Interest," as shown on the Closing Balance Sheet, is less than $23,414,502, the Initial Purchase Price shall be increased reduced dollar-for-dollar by fifty percent (50%) of the amount by which the Closing Net Cash $23,414,502 exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser "Total Proprietary Interest," and Seller shall promptly pay to Seller fifty percent (50%) of the amount of such excessdifference to Buyer, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of paymentsuch payment at a rate per annum equal to 8%. If In the Estimated Closing Net Cash event "Total Proprietary Interest" exceeds $23,414,502, the Closing Net Cash, Seller Purchase Price shall be increased dollar-for-dollar by the amount by which $23,414,502 is less than "Total Proprietary Interest," and Buyer shall promptly pay to Purchaser fifty percent (50%) of the amount of such excessdifference to Seller, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder at a rate per annum equal to 8%. (c) Seller agrees to reduce the Purchase Price in an amount equal to (i) the average of the accumulated benefit obligation and the projected benefit obligation, in each case determined for a continuing plan and as defined for financial statement disclosure purposes under Statement of Financial Accounting Standards No. 87 as of the Closing Date using actuarial assumptions to be mutually agreed upon by Seller and Buyer, less (ii) the assets to be transferred as contemplated in Section 7.2, and less (iii) $150,000; provided, however, that there shall be made no such reduction in accordance with Section 9.04 within five the Purchase Price if the amount computed in the preceding clauses (5i), (ii) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may beand (iii) is less than zero.

Purchase Price Adjustment. (ai) Within ninety (90) As soon as practicable, but in no event later than 60 days after following the Closing Date, Seller MHE shall prepare a combined and deliver to Purchaser a statement (consolidated balance sheet of the “Statement”), setting forth the Net Cash Companies as of the close of business on the Closing Date (the “"Closing Balance Sheet") and a calculation of Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company Assets as of the Closing Date based on the Closing Balance Sheet (collectively, the "Closing Financial Data"). The Closing Balance Sheet and calculation of Net Assets shall be prepared on a basis consistent with the methods, principles, practices and policies employed in the preparation and presentation of the Audited Financial Statements and in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in Exhibit M. (ii) During the preparation of the Statement Closing Financial Data, and the conduct period of any review or dispute within the contemplation of this Section 2(d), MHE shall (A) provide Investor, HarnCo and their authorized representatives with full access to all relevant books, records, work-papers and employees of the audit Companies and shall provide Seller their Subsidiaries, and its representatives any (B) cooperate fully with Investor, HarnCo and their authorized representatives, including the provision on a timely basis of all information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposesnecessary or useful. (biii) Within thirty (30) days MHE shall deliver a copy of the Closing Financial Data to Investor and HarnCo promptly after it has been prepared. After receipt of the StatementClosing Financial Data, Purchaser Investor and HarnCo shall deliver have 30 days to Seller review the Closing Financial Data, together with the work-papers used in the preparation thereof. Unless Investor or HarnCo delivers written notice to MHE on or prior to the 30th day after their receipt of the Closing Financial Data stating that it has objections to the Closing Financial Data (and setting forth the details of its calculation of disputed items), Investor and HarnCo shall be deemed to have accepted and agreed to the Closing Financial Data. If Investor or HarnCo so notifies MHE of its objections to the Closing Financial Data, then Investor and HarnCo shall, within 30 days (or such longer period as they may agree) following such notice (the "Resolution Period"), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on all Parties (and MHE). (iv) Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a written statement describing its objectionsnationally recognized independent public accounting firm jointly selected by the independent public accounting firms of HarnCo and Investor (such firm being referred to as the "Neutral Auditors") within 10 days after the expiration of the Resolution Period. The Parties agree to execute, if requested by the Neutral Auditors, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes Neutral Auditors shall be resolved borne pro rata by Ernst & Young LLP (HarnCo and MHE in proportion to the “Accounting Firm”)allocation of the dollar amount of the Unresolved Changes made by the Neutral Auditors such that the prevailing party pays a lesser proportion of the fees and expenses. The Accounting Firm Neutral Auditors shall act as an arbitrator to determine, based on the provisions of this Section 2(d), only the Unresolved Changes. The Neutral Auditors' determination of the Unresolved Changes shall be instructed to resolve such disputes made within thirty (30) 45 days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration submission of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm Unresolved Changes thereto, shall be set forth in writing a written statement delivered to HarnCo and Investor and shall be final, binding and conclusive on all Parties (and binding upon MHE). The term "Adjusted Closing Balance Sheet," as used in this Agreement, shall mean the partiesdefinitive Closing Balance Sheet agreed to (or deemed agreed to) by HarnCo and Investor under Section 2(d)(iii) or, and if Unresolved Changes are submitted to the StatementNeutral Auditors, such definitive Closing Balance Sheet, as modified by such resolution, shall become final and binding upon adjusted to reflect the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Neutral Auditors under this Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination2(d)(iv). (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.

Purchase Price Adjustment. (a) Within ninety thirty (9030) calendar days after the Closing Date, Seller the Buyer shall prepare and deliver to Purchaser the Sellers’ Representative a statement (the “Statement”), setting forth the Net Cash as ) of the close of business on the Closing Date (the “Closing Net Cash”) determined Working Capital prepared in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably requestthe Accounting Principles. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement The Buyer and the conduct of the audit and Sellers acknowledge that no adjustments shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times be made to the personnel, properties and books and records of the Company for such purposesBase Amount. (b) Within thirty (30) days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the The Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such fifteenth (15th) calendar day following the date on which the Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt is received by the Accounting Firm Sellers’ Representative, unless the Sellers’ Representative delivers written notice of its disagreement with the materials delivered by Seller to Purchaser pursuant to Section 2.04(aStatement (a “Notice of Disagreement”) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Buyer on or prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) only include good faith disagreements based on Closing Working Capital not being calculated in accordance with the Accounting Firm within five Principles. (5c) Business Days following the expiration If a Notice of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes Disagreement is received by the Accounting Firm shall be set forth Buyer on or prior to the deadline stated in writing and shall be conclusive and binding upon Section 2.3(b) above, then the parties, and the Statement, Statement (as modified by such resolution, revised in accordance with this sentence) shall become final and binding upon the Sellers and the Buyer on the earlier of (i) the date of such resolution. The determination of the Accounting Firm for Sellers’ Representative and the Buyer resolve in writing any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall differences they have no right to make any determination with respect to the undisputed portions matters specified in the Notice of Disagreement and (ii) the Statementdate any disputed matters are finally resolved in writing by the Accounting Firm pursuant to this Section 2.3. During the fifteen (15) calendar day period following the delivery of a Notice of Disagreement, the Sellers’ Representative and no such determination the Buyer shall seek in good faith to resolve in writing any differences that they may have with respect to the undisputed portions matters specified in the Notice of Disagreement. (d) If at the Statement end of such fifteen (15) calendar day period the Sellers’ Representative and the Buyer have not resolved in writing the matters specified in the Notice of Disagreement, the Sellers’ Representative and the Buyer shall be binding on Seller or Purchasersubmit to an independent accounting firm (the “Accounting Firm”) for arbitration, in accordance with the standards set forth in this Section 2.3, only such matters as are specified in the Notice of Disagreement that remain in dispute. The Accounting Firm shall be instructed Deloitte & Touche or, if such firm is unable or unwilling to calculate Net Cash act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Sellers’ Representative and the Buyer in writing. The Sellers’ Representative 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) calendar days of the receipt of such submission; provided, that the Accounting Firm shall not render a written decision at any time that the Sellers’ Representative shall have made reasonable information requests in accordance with Section 2.032.3(f) below that have not been resolved in a manner reasonable under the circumstances, and the Sellers’ Representative shall be permitted, prior to the Accounting Firm rendering its written decision, to update its written submission to the Accounting Firm to take into account the information ultimately obtained thereby by delivery of such updated written submission to the Accounting Firm not later than ten (10) calendar days after receipt of the information ultimately obtained thereby. The scope of the disputes to be resolved by the Accounting Firm shall be limited to fixing mathematical errors in the Statement and determining whether the items in dispute in the Statement were determined in accordance with the Accounting Principles and the Accounting Firm is not to make any other determination, including any determination as to whether the Base Amount or Working Capital Estimate are correct. The Accounting Firm’s decision shall be based solely on written submissions by the Sellers’ Representative and the Buyer and their respective Representatives and not by independent review and shall be final and binding on all of the parties hereto. The Accounting Firm may not assign a value greater than the greatest value for such item claimed by either party or a value smaller than the smallest value for such item claimed by either party. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.3(d) shall be apportioned borne pro rata as between Seller the Sellers, on the one hand, and Purchaser the Buyer, on the other hand, in proportion to the final allocation made by such Accounting Firm of the disputed items weighted in relation to the claims made by the Accounting Firm based on Sellers’ Representative and the degree to which Seller’s Buyer, such that the prevailing party pays the lesser proportion of such fees, costs and Purchaser’s claims were unsuccessful and expenses. The dispute resolution mechanics set forth in this Section 2.3 shall be paid by Seller the exclusive dispute resolutions mechanics for determining any Notice of Disagreement hereunder and Purchaser the matters contemplated thereby, including, without limitation, any Notice of Disagreement concerning whether the Statement was prepared in accordance with the Accounting Principles, and the indemnifications provisions set forth in Article X and Article XI hereof shall not apply to any such determinationdispute. (ce) Upon For the Statement becoming final and binding purposes of this Agreement, “Final Working Capital” means the Closing Working Capital as finally agreed or determined in accordance with Section 2.04(b2.3(b), the Initial Purchase Price shall be increased by fifty percent (50%c) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cashd), as applicable. If the Closing Net Cash Final Working Capital exceeds the Estimated Closing Net CashWorking Capital Estimate, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excessBuyer shall, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination the Final Working Capital is determined, make payment by wire transfer of immediately available funds to the Sellers in accordance with their respective Adjustment Amount Transaction Percentage in the amount of any such excess; provided that the maximum amount payable by Buyer to the Sellers based on the Final Working Capital shall not exceed $2,500,000. If the Working Capital Estimate exceeds the Final Working Capital, the parties shall, within five (5) Business Days after the Final Working Capital is determined, deliver joint written instructions to the Escrow Agent to release by wire transfer of immediately available funds to the Buyer from the Escrow Fund an amount equal to any such excess in accordance with the terms of the Statement Escrow Agreement; provided, that the maximum payment owing to an account designated in writing by Purchaser or Seller, as the case may beBuyer based upon the Final Working Capital shall not exceed $2,500,000.

Purchase Price Adjustment. (a) Within ninety No less than five (905) Business Days prior to the Closing Date, the Seller Representative shall prepare and deliver to Purchaser (i) a projected unaudited consolidated balance sheet of the Company and the Subsidiaries as of 12:01 AM (Pacific time) on the Closing Date, prepared in accordance with (I) GAAP and (II) accounting policies applied by the Company for purposes of preparing its consolidated financial statements for the year ended December 31, 2014 (with any conflicts between GAAP and the policies set forth in the preceding clause (II) to be resolved in favor of GAAP), without reflecting any actual or anticipated adjustments or effects arising from the transactions contemplated hereby (the “Estimated Closing Balance Sheet”), and (ii) a closing statement setting forth in reasonable detail a calculation, on the basis of the Estimated Closing Balance Sheet, of Assumed Liabilities (the “Estimated Assumed Liabilities”) and Closing Indebtedness (the items specified in the preceding clauses (i) and (ii) collectively, the “Estimated Closing Balance Sheet Documents”). The Estimated Closing Balance Sheet Documents shall be subject to Purchaser’s review. In reviewing such items, Purchaser shall have the right to review the work papers, schedules, memoranda and other documents Sellers and/or the Company prepared or reviewed in preparing the Estimated Closing Balance Sheet Documents and thereafter will have access, during normal business hours, to all relevant Books and Records, all to the extent Purchaser reasonably requires them to complete its review of the Estimated Closing Balance Sheet Documents. In the event that Purchaser does not agree with the Estimated Closing Balance Sheet Documents or any portion thereof, Sellers shall consider any comments or changes proposed by Purchaser in good faith and Sellers and Purchaser shall negotiate in good faith to resolve the disputed items; provided that, for the avoidance of doubt, none of the failure to include in the Estimated Closing Balance Sheet Documents any comments or changes proposed by Purchaser, Purchaser’s acceptance of the Estimated Closing Balance Sheet Documents, and the consummation of Closing shall constitute an acknowledgement by Purchaser of the accuracy of the Estimated Closing Balance Sheet Documents or limit or otherwise affect Purchaser’s rights and remedies under this Agreement, including Purchaser’s right to include such comments or changes in the Final Closing Balance Sheet Documents. (b) Not later than 90 days after the Closing Date, Seller Purchaser shall prepare and deliver to Purchaser a statement the Seller Representative (the “Statement”), setting forth the Net Cash as of the close of business on the Closing Date (the “Closing Net Cash”i) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the unaudited consolidated balance sheet of the Company and the Subsidiaries as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After 12:01 AM (Pacific time) on the Closing Date, at Seller’s request, Purchaser shall, prepared in accordance with (I) GAAP and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of (II) accounting policies applied by the Company for such purposespurposes of preparing its consolidated financial statements for the year ended December 31, 2014 (with any conflicts between GAAP and the policies set forth in the preceding clause (II) to be resolved in favor of GAAP), without reflecting any actual or anticipated adjustments or effects arising from the transactions contemplated hereby (the “Final Closing Balance Sheet”), and (ii) a closing statement setting forth in reasonable detail a calculation, on the basis of the Final Closing Balance Sheet, of Assumed Liabilities (the “Final Assumed Liabilities”) (the items specified in the preceding clauses (i) and (ii) collectively, the “Final Closing Balance Sheet Documents”). (bc) The Final Closing Balance Sheet Documents shall be subject to the Seller Representative’s review. In reviewing such items, the Seller Representative shall have the right to review the work papers, schedules, memoranda and other documents Purchaser prepared or reviewed in preparing the Final Closing Balance Sheet Documents and thereafter will have access, during normal business hours and upon reasonable advance notice, to all relevant Books and Records, all to the extent the Seller Representative reasonably requires them to complete its review of the Final Closing Balance Sheet Documents. Within 30 days after its receipt of the Final Closing Balance Sheet Documents, the Seller Representative shall notify Purchaser whether, based on such review, it has any objections to the calculation of the Final Assumed Liabilities (an “Objection Notice”). Unless the Seller Representative delivers to Purchaser within such 30-day period an Objection Notice, the Final Assumed Liabilities shall be final and binding. (d) If the Seller Representative delivers an Objection Notice, then (i) for 20 days after Purchaser receives such Objection Notice, Purchaser and the Seller Representative shall use their commercially reasonable efforts to agree on the calculation of the disputed amounts and (ii) lacking such agreement, the matter shall be referred to an independent nationally-recognized accounting firm as may be mutually agreed upon by Purchaser and the Seller Representative (the “Arbitrating Accountants”). The Arbitrating Accountants shall be directed to render a written report to the Seller Representative and Purchaser on the unresolved disputed items as soon as practicable (and in no event later than thirty (30) days after receipt submission of the Statementdispute to the Arbitrating Accountants), to resolve only those unresolved disputed items set forth in the Objection Notice, not to make any determination of a disputed amount that is outside the range of the proposed amounts submitted by Purchaser and the Seller Representative, and to make any determinations solely in accordance with the terms and provisions of this Agreement. If unresolved disputed items are submitted to the Arbitrating Accountants, the Seller Representative and Purchaser shall deliver to Seller a written statement describing its objections, if any, each furnish to the Statement (Arbitrating Accountants such work papers, schedules and other documents and information relating to the “Statement unresolved disputed items as the Arbitrating Accountants may reasonably request. The determination of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Statement Arbitrating Accountants shall become be final and binding upon on Purchaser and Sellers and not subject to collateral attack for any reason other than manifest error or fraud. The Seller Representative and Purchaser each agree to use its respective commercially reasonable efforts to cooperate with the parties. If Purchaser delivers a Statement of Objections Arbitrating Accountants and to Seller within such thirty-day period, and cause the parties cannot Arbitrating Accountants to resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within dispute no later than thirty (30) days after receipt by the Accounting Firm submission of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser dispute to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash Arbitrating Accountants in accordance with Section 2.03this Agreement. The fees Of the fees, costs and expenses of the Accounting Firm Arbitrating Accountants, Purchaser, on the one hand, and Sellers jointly and severally, on the other hand, shall be apportioned bear a fraction equal to (i) the absolute value of the difference between Seller and Purchaser by the Accounting Firm Post-Closing Adjustment that would have been payable based on the degree to which Seller’s submission of such party and Purchaser’s claims were unsuccessful the Post-Closing Adjustment based on the determination of the Arbitrating Accountants divided by (ii) the absolute value of the difference between the Post-Closing Adjustment that would have been payable based on the submission of Purchaser and shall the Post-Closing Adjustment that would have been payable based on the submission of the Seller Representative. For illustrative purposes only, should the Post-Closing Adjustment payable based on the submission of Purchaser be paid by $80, the Post-Closing Adjustment payable based on the submission of the Seller Representative be $100 and Purchaser in accordance with such determinationthe Post-Closing Adjustment payable based on the determination of the Arbitrating Accountants be $95, Purchase would bear 75% (($95 — $80) / ($100 - $80)) and Sellers would bear 25% (($100-$95) / ($100 - $80)) of the fees, costs and expenses of the Arbitrating Accountants. (ce) Upon If the Statement becoming final and binding in accordance with Section 2.04(bamount equal to the Estimated Assumed Liabilities minus the Final Assumed Liabilities as finally determined hereunder (the “Post-Closing Adjustment”) is greater than $0 (zero), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, then Purchaser shall pay to the Seller fifty percent Representative (50%for the benefit of Sellers) of the an amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Post-Closing Date to the date of paymentAdjustment. If the Estimated Post-Closing Net Cash exceeds Adjustment is less than $0 (zero), then the Closing Net Cash, Seller Representative shall (on behalf of Sellers) pay to Purchaser fifty percent (50%) of the an amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from absolute value of the Post-Closing Date to the date of paymentAdjustment. Any such Each payment hereunder under this Section 2.04(e) shall be made in accordance with Section 9.04 within five (5) Business Days after such final determination by wire transfer of immediately available funds to a bank account specified by the Statement to an account designated in writing by Purchaser or Seller, as the case may berecipient.

Purchase Price Adjustment. (a) Within ninety (90) As promptly as practicable, but not later than 60 days after the Closing Date, Purchaser shall cause to be prepared and delivered to Seller shall prepare and deliver to Purchaser a statement (the “Statement”), setting forth the Net Cash as of the close of business on i) the Closing Date Balance Sheet audited by the Purchaser Accountants and (ii) a report (the “Closing "Net Cash”Asset Value Report") determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as setting forth a calculation of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to PurchaserAsset Value. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company Purchaser Accountants to, assist make available to Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at Accountants all reasonable times to the personnel, properties and books and records of the Company for and each Company Subsidiary and all work papers used in connection with the preparation and audit of the Closing Date Balance Sheet or the preparation of the Net Asset Value Report. The Closing Date Balance Sheet and the Net Asset Value Report delivered pursuant to this Section 2.3 shall not be binding on Seller if Seller timely exercises its right to dispute the same pursuant to the procedures set forth in this Section 2.3. If Seller does not exercise such purposesright with respect to the Closing Date Balance Sheet or the Net Asset Value Report on a timely basis under this Section 2.3, then Seller shall be deemed to have accepted the same as delivered pursuant to this Section 2.3. (b) Within thirty (30) If Seller disputes any item in the Net Asset Value Report, then Seller shall, within 30 days after receipt the delivery of the StatementClosing Date Balance Sheet and Net Asset Value Report, give Purchaser shall deliver to Seller a written statement describing its objections, if any, to notice of such dispute (an "Accounting Dispute Notice") setting forth in reasonable detail each of the Statement (the “Statement of Objections”)items in dispute. If no Accounting Dispute Notice is given to Purchaser does not deliver a Statement of Objections to Seller within such thirty30-day period, the Statement Closing Date Net Asset Value as set forth in the Net Asset Value Report shall become be deemed to be final and binding upon all the partiesparties hereto. If In the event that an Accounting Dispute Notice is given to Purchaser delivers a Statement of Objections to Seller within such thirty30-day period, Seller and Purchaser shall attempt to resolve in good faith and by mutual agreement the parties cannot resolve any such objection items in dispute within ten (10) Business Days 15 days after the receipt by Seller delivery of such Statement of ObjectionsAccounting Dispute Notice to Purchaser. Failing agreement on all items in dispute within such 15-day resolution period, any remaining disputes Purchaser and Seller shall be resolved by Ernst & Young LLP (submit such items in dispute for resolution to the “Designated Accounting Firm”). The Designated Accounting Firm shall be instructed to resolve such disputes disputed items, based solely on written presentations by Purchaser and Seller and not by independent review, and to deliver a written report to the parties hereto upon such disputed items (the "DAF Report") in accordance with Section 11.3, all within thirty (30) 15 days after receipt the submission of such disputed items to it. The DAF Report shall be (i) within the range of proposals established for such dispute by Purchaser and Seller and (ii) deemed to be an agreement between Seller and purchaser with respect to the Accounting Firm issues in dispute, and upon the delivery of the materials delivered by Seller DAF Report to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b)Seller, which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be Closing Date Net Asset Value as set forth in writing and the DAF Report shall be deemed to be final, conclusive and binding upon all the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. parties hereto. (c) The fees and expenses of the Designated Accounting Firm incurred in connection with the resolution of a dispute pursuant to Section 2.3(b) shall be apportioned between Seller borne equally by Purchaser and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (cd) Upon If the Statement becoming Closing Date Net Asset Value (as deemed to be final and binding in accordance with pursuant to Section 2.04(b2.3(b)) is less than the Target Net Asset Value, then the Initial Purchase Price principal amount payable under the Promissory Note shall be increased reduced by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.the

Purchase Price Adjustment. (a) Within ninety (90) days after the Closing DateClosing, Seller shall prepare and deliver to Purchaser Buyer a written statement (the “Working Capital Adjustment Statement”), setting together with supporting work papers with respect to the calculation of the amounts set forth therein, which reflects the Net Cash Working Capital as of the close of business on the Closing Effective Date (the “Closing Net Cash”) determined for Bison LLC. Seller agrees to cooperate with Buyer in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit preparation of the balance sheet Working Capital Adjustment Statement and related information, and shall provide to Buyer and Buyer’s representatives such books, records, information, and access to such of Bison LLC’s or its Affiliates’ employees and properties during normal business hours, as may be reasonably requested from time to time by Buyer or its representatives. (b) Buyer may dispute the Company as of Working Capital Adjustment Statement and the Closing Date in accordance with generally accepted auditing standardsitems reflected therein; provided, however, that nothing Buyer shall notify Seller in this sentence shall either change the definition writing of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shallany disputed amounts, and shall cause the Company to, assist Seller and its representatives in the preparation provide a reasonably detailed description of the Statement and the conduct basis of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnelsuch dispute, properties and books and records of the Company for such purposes. within ninety (b) Within thirty (3090) days after Buyer’s receipt of the Working Capital Adjustment Statement. In the event of such a dispute, Purchaser Buyer and Seller shall deliver attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties. If Buyer and Seller are unable to reach a resolution of any such differences within ninety (90) days after Seller’s receipt of Buyer’s written statement describing its objectionsnotice of dispute, if any, Buyer and Seller shall submit the amounts remaining in dispute for determination and resolution to the Statement Independent Accounting Firm, which shall be instructed to determine and report to the Parties, within ninety (the “Statement 90) days after such submission, a resolution of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day periodremaining disputed amounts, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes resolution shall be resolved by Ernst & Young LLP (final, binding and conclusive on the “Accounting Firm”)Parties hereto with respect to the remaining amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be instructed shared equally by Buyer, on the one hand, and Seller, on the other hand. For the avoidance of doubt, the Working Capital Adjustment Statement and the amounts reflected thereon shall be deemed to resolve such disputes within thirty (30) days after receipt by be modified to the extent of any changes thereto that become final, binding and conclusive on the Parties based on mutual agreement or a determination of the Independent Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to in accordance with this Section 2.04(b1.03(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within . (c) Within five (5) Business Days following after the expiration earliest to occur of the ten (10i) Business Day period referenced in the preceding sentence. The resolution a mutual written agreement of disputes by the Accounting Firm shall be set forth in writing Buyer and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination Seller with respect to the undisputed portions Working Capital Adjustment Statement, (ii) the termination of the Statement, ninety (90) day period described in Section 1.03(b) if Buyer does not provide a notice of dispute within such period as provided therein and no (iii) the final determination of all such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash disputed amounts in accordance with Section 2.03. The fees and expenses 1.03(b), (A) if Working Capital as of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash Effective Date exceeds the Estimated Closing Net Cash or decreased by fifty Working Capital, Buyer shall pay Seller forty-five percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (5045%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to and (B) if Working Capital as of the LIBOR Rate from the Closing Effective Date to the date of payment. If is less than the Estimated Closing Net Cash exceeds the Closing Net CashWorking Capital, Seller shall pay to Purchaser fifty Buyer forty-five percent (5045%) of the amount of such excess, deficiency. All payments made pursuant to the previous sentence shall be paid together with a sum equivalent to interest thereon at a rate equal to for the LIBOR Rate from period commencing on the Closing Effective Date to through the date of payment. Any such payment hereunder shall be made , calculated at the Prime Rate in accordance with Section 9.04 within five (5) Business Days after final determination effect on the Closing Date, in cash by wire transfer of the Statement to an account designated in writing by Purchaser or Seller, as the case may beimmediately available funds.

Purchase Price Adjustment. (a) Within ninety (90) 120 days after the Closing Date, Seller Buyer shall prepare and deliver to Purchaser Seller a statement (the “Statement”), setting forth the Net Cash Buyer’s good faith calculation, together with reasonable supporting detail, of Adjusted Working Capital as of the close of business 12:01 a.m., New York City time, on the Closing Date (“Closing Adjusted Working Capital”) and Net Debt as of 12:01 a.m., New York City time, on the Closing Date (“Closing Net CashDebt”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes). (b) Within thirty (30) days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the The Statement shall become final and binding upon the partiesparties on the 30th day following delivery thereof, unless Seller gives written notice of its disagreement with the Statement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on Closing Adjusted Working Capital or Closing Net Debt not being calculated in accordance with this Agreement and the Accounting Principles and (iii) set forth Seller’s proposed resolution of each such disagreement. If Purchaser delivers a Notice of Disagreement is received by Buyer in a timely manner, then the Statement (as revised in accordance with this sentence) shall become final and binding upon Seller and Buyer on the earlier of Objections (A) the date Seller and Buyer resolve in writing any differences they have with respect to the matters specified by Seller within in the Notice of Disagreement and (B) the date any disputed matters are finally resolved by the Accounting Firm pursuant to the procedures set forth in this Section 2.04. During the 30-day period following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve any differences that they may have with respect to the matters specified by Seller in the Notice of Disagreement. During such thirtyperiod Buyer and its independent accountants and other advisors shall have access to the working papers of Seller’s independent accountants and other advisors prepared in connection with the Notice of Disagreement. At the end of such 30-day period, Seller and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes Buyer shall be resolved by Ernst & Young LLP submit to an independent accounting firm (the “Accounting Firm”)) for resolution any and all matters that were included by Seller in the Notice of Disagreement and that remain in dispute. The Accounting Firm shall be instructed such nationally recognized independent public accounting firm as shall be selected by Seller and approved in writing by Buyer (such approval by Buyer not to be unreasonably withheld). (c) Seller and Buyer shall use reasonable efforts to cause the Accounting Firm to render a written decision resolving the matters submitted to it pursuant to Section 2.04(b) within 30 days of such submission. In resolving matters submitted to it pursuant to Section 2.04(b), the Accounting Firm (i) shall base its decision based solely on written submissions by Seller and Buyer and their respective representatives and not by independent review and (ii) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to Seller than the Notice of Disagreement or more favorable to Buyer than the Statement. (d) The scope of the disputes to be resolved by the Accounting Firm shall be limited to (i) whether there were mathematical errors in the Statement, and (ii) whether Closing Adjusted Working Capital and Closing Net Debt were calculated in accordance with this Agreement and the Accounting Principles with respect to the matters that were submitted to the Accounting Firm for resolution and (iii) the interest calculation in accordance with Sections 2.04(e) and 2.04(g). The Accounting Firm is not authorized to, and shall not, make any other determination, including (A) any determination with respect to any matter included in the Statement or the Notice of Disagreement that was not submitted to the Accounting Firm for resolution, (B) any determination as to compliance by Seller or Buyer with any of their respective representations, warranties or covenants in this Agreement or (C) any determination that an issue was not properly included by Seller in the Notice of Disagreement. Any disputes not within thirty the scope of disputes to be resolved by the Accounting Firm pursuant to this Section 2.04(d) as well as any disputes about the scope of disputes to be resolved by the Accounting Firm pursuant to this Section 2.04(d) shall be resolved in accordance with Section 11.12. Any determination by the Accounting Firm, and any work or analyses performed by the Accounting Firm, in connection with its resolution of any dispute under this Section 2.04 may not be offered as evidence in any Proceeding, other than to the extent necessary to enforce payment obligations under this Section 2.04. (30e) days after receipt The final determination by the Accounting Firm of the materials delivered by Seller matters submitted to Purchaser it pursuant to Section 2.04(a2.04(b) and by Purchaser shall: (i) be in writing; (ii) include the Accounting Firm’s calculation of the Adjusted Purchase Price; (iii) include the Accounting Firm’s determination of each matter submitted to Seller it pursuant to this Section 2.04(b), which materials shall be delivered ; (iv) include the Accounting Firm’s calculation of interest (in accordance with Section 2.04(g)) from and including the Closing Date to but excluding the date of determination; and (v) include a brief summary of the Accounting Firm’s reasons for its determination of each issue. (f) The dispute resolution by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentenceunder this Section 2.04 shall constitute an expert determination under New York CPLR Article 76 and shall not constitute an arbitration. The resolution determinations of disputes by the Accounting Firm shall be set forth in writing final and shall binding, absent fraud, bad faith or manifest error. Judgment may be conclusive and binding entered upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for in New York State Supreme Court or any item in dispute cannot other court having jurisdiction over the party against which such determination is to be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaserenforced. The Accounting Firm shall have no right to make cost of any determination with respect to dispute resolution (including the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm and reasonable attorneys’ fees and expenses of the parties) pursuant to this Section 2.04 shall be apportioned between borne by Seller and Purchaser Buyer in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm based at the time the determination of the Accounting Firm is rendered on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determinationmerits of the matters submitted. (cg) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial The Purchase Price shall be (i) (x) increased by fifty percent (50%) of the amount by which the Closing Net Cash Adjusted Working Capital exceeds the Estimated Closing Net Cash Target Amount or (y) decreased by fifty percent (50%) of the amount by which the Closing Net Cash Adjusted Working Capital is less than the Estimated Target Amount and (ii) (x) if Closing Net CashDebt is a positive number, decreased by the amount of Closing Net Debt or (y) if Closing Net Debt is a negative number, increased by the absolute value of Closing Net Debt (the Purchase Price as so increased or decreased shall hereinafter be referred to as the “Adjusted Purchase Price”). If the Closing Net Cash exceeds Date Amount is less than the Estimated Adjusted Purchase Price, Buyer shall, and if the Closing Net CashDate Amount is more than the Adjusted Purchase Price, Purchaser shall pay to Seller fifty percent (50%) or the Selling Subsidiary shall, within 10 business days after the Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds of the amount of such excessdifference to one or more bank accounts designated by Buyer, Seller or the Selling Subsidiary (as applicable), together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate rate of interest from time to time announced publicly by JPMorgan Chase Bank, N.A., as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from and including the Closing Date to but excluding the date of payment. If . (h) In connection with the Estimated determination of Closing Adjusted Working Capital, Closing Net Cash exceeds Debt and the Closing Net CashAdjusted Purchase Price pursuant to this Section 2.04, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination delivery by Seller of the Statement estimates described in Section 2.03(a) through the resolution of any adjustment to an account designated the Purchase Price contemplated by this Section 2.04, Seller and Buyer shall, and shall cause their respective Affiliates to, afford to Buyer or Seller (as applicable) and their respective independent accountants and other advisors reasonable access during regular business hours and in writing such a manner as to not interfere with the normal operation of the Business to the personnel, properties, books and records relating to the Business, including the Transferred Company and its Subsidiaries, for any purpose reasonably related to the adjustment contemplated by Purchaser or Seller, as the case may bethis Section 2.04. (i) In this Agreement:

Purchase Price Adjustment. (a) Within ninety (90) days after fifty-five Business Days following the Closing Date, Seller Purchaser shall cause the Company to prepare and deliver to Purchaser a statement (the “Statement”), setting forth the Net Cash as of the close of business on Sellers the Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03Balance Sheet, together with any supporting information that Purchaser may reasonably requesta calculation of the Closing Equity. In connection with preparing the Statement, Seller The Closing Balance Sheet shall be audited by a nationally recognized public accounting firm selected by Purchaser. Sellers and their representatives shall have the right, but not right to review all work papers and procedures of Purchaser and its outside accountants used to prepare the obligation, to conduct, at Seller’s expense, an audit of Closing Balance Sheet and the balance sheet of the Company as calculation of the Closing Date in accordance with generally accepted auditing standards; providedEquity and shall have the right to perform any other reasonable procedures necessary to verify the accuracy thereof. Unless Sellers, however, that nothing in this sentence shall either change the definition within forty-five Business Days after delivery to Sellers of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing DateBalance Sheet and the calculation of the Closing Equity, at Seller’s request, Purchaser shallnotify the Company in writing that Sellers object to the Closing Balance Sheet or the calculation of the Closing Equity, and shall cause specify the Company tobasis for such objection, assist Seller such Closing Balance Sheet and its representatives in the preparation calculation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes. (b) Within thirty (30) days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Statement Closing Equity shall become final and binding upon the partiesparties for the purposes of this Section 2.05. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, Sellers and the parties cannot Company are unable to resolve any such objection all of Sellers' objections within ten (10) 25 Business Days after the receipt by Seller of any such Statement of Objectionsnotification has been given, any all remaining disputes matters in dispute shall be resolved by submitted to Ernst & Young LLP (or if Ernst & Young is not available, another nationally recognized public accounting firm mutually agreed upon by Sellers and the “Accounting Firm”)Company. The Accounting Firm In the event the Company and Sellers are unable to agree upon the selection of such an accounting firm within five Business Days after expiration of such 25 Business Day period, the accounting firm shall be instructed to resolve such disputes within thirty (30) days after receipt appointed by the Accounting Firm of the materials delivered by Seller AAA. Such accounting firm shall make a final determination as to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced all remaining matters in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and dispute that shall be conclusive and binding upon on the partiesCompany and Sellers. The Company and Sellers agree to cooperate with each other and with each other's authorized representatives in order to resolve any and all matters in dispute as soon as practicable. (b) Within ten Business Days after the Closing Equity has been finally determined, the difference, if any, between the Purchase Price (as defined below) and the Statement, as modified by such resolution, shall become final and binding upon Initial Purchase Price (the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and "Initial Purchase Price Adjustment") shall be paid by Seller and Purchaser to Sellers, as set forth in accordance with such determination. (cSection 2.05(d) Upon below, if the Statement becoming final and binding in accordance with Section 2.04(b)Purchase Price exceeds the Initial Purchase Price, or by Sellers to Purchaser if the Initial Purchase Price exceeds the Purchase Price. Such payment shall be increased by fifty percent (50%wire transfer to the account specified by payee(s) of and shall include simple interest on such amount at a rate per annum equal to the amount by which London Interbank Offered Rate for three-month United States dollar deposits prevailing on the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which Date, commencing on the Closing Net Cash Date and continuing until the date of full payment. The "Purchase Price" means $117 million (i) minus, in the event that the final Closing Equity is less than $93 million, the Estimated difference between $93 million and the final Closing Net Cash. If Equity, or (ii) plus, in the event that the final Closing Net Cash exceeds Equity is more than $103 million, the Estimated difference between the final Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may beEquity and $103 million.

Purchase Price Adjustment. (a) Within ninety (90) days after Prior to the Closing Date, Seller the Buyer shall retain the Arbiter to prepare and deliver deliver, as promptly as practicable but in any event within 45 days following the Closing Date, to Purchaser a statement (the “Statement”)Seller and the Buyer an unaudited statement, substantially in the form of Schedule 2.4, setting forth the Net Cash current assets included in the Acquired Assets and the current liabilities included in the Assumed Liabilities as of the close of business on at the Closing Date (the “"Closing Net Cash”Statement"). The Closing Statement shall be prepared using the same accounting methods, policies, practices and procedures, with consistent classification, judgments, and estimation methodology, as used in the preparation of the Reference Balance Sheet, except that the Closing Statement shall not include (i) determined in accordance with Section 2.03any current Tax assets or any current Tax liabilities or (ii) any LIFO reserve or any intercompany profit on inventory reserve, together with any supporting information that Purchaser may reasonably request. In connection with preparing except to the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of extent included on the balance sheet of the Company Seller as at October 31, 2000. Notwithstanding anything contained herein to the contrary, for purposes of the Closing Statement, , storeroom inventory and spare parts will be determined on the day immediately preceding the Closing Date and all inventory shall be valued at the invoice cost of raw materials plus manufacturing costs with respect thereto, determined in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposesU.S. GAAP. (b) Within thirty (30) days after receipt of The Closing Statement delivered by the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, Arbiter to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, Buyer and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the partiesParties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolutionabsent manifest error. The determination of the Accounting Firm for any item in dispute cannot be in excess offees, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees costs and expenses of the Accounting Firm Arbiter shall be apportioned between Seller and Purchaser borne equally by the Accounting Firm based on Buyer and the degree Seller. The Buyer and the Seller shall make available to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser the Arbiter their respective work papers generated in accordance connection with such determinationthe preparation or review of the Closing Statement. (c) Upon If the Statement becoming final and binding Final Amount exceeds the Preliminary Amount, the Buyer shall pay to the Seller the dollar amount of the Purchase Price Adjustment in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent provisions of paragraph (50%d) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with this Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be2.

Purchase Price Adjustment. (a) Within ninety one hundred twenty (90120) days after the Closing DateClosing, Seller Buyer, at its expense, shall prepare and cause KPMG Peat Marwick LLP to deliver to Purchaser a statement the Sellers an audited balance sheet and related statements of income, retained earnings and cash flows for USTC's fiscal year ended December 31, 1997 (the “Statement”"1997 Financial Statements"), setting forth and for the Net Cash as portion of the close of business USTC's 1998 fiscal year ending on the Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the "Closing Date Financial Statements"), all of which financial statements shall be prepared in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change accounting principles and the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, rules and shall cause the Company to, assist Seller and its representatives in the preparation regulations of the Statement and the conduct Securities Exchange Commission applicable to financial reporting of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposespublic companies ("GAAP"). (b) Within thirty The Sellers shall have forty-five (3045) days after receipt from delivery of the Statement1997 Financial Statements and the Closing Date Financial Statements (collectively, Purchaser the "Financial Statements") to raise any objection thereto by delivery of joint written notice to Buyer setting forth such objections in reasonable detail. In the event that the Sellers shall fail to so deliver such written objections with respect to Seller a written statement describing its objections, if any, to any of the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller Financial Statements within such thirty45-day period, the Statement then any such Financial Statements in respect of which no such objection is so delivered shall become be deemed final and binding upon on the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and In the parties cannot resolve event that any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objectionsobjections are so delivered, any remaining disputes Buyer and Sellers' Rep shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed attempt, in good faith, to resolve such disputes objections and, if unable to do so within thirty fifteen (3015) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b)delivery of such objections, which materials shall be delivered by Seller and Purchaser to the Accounting Firm shall, within five (5) Business Days following business days thereafter designate a nationally recognized firm of independent public accountants, mutually satisfactory to Buyer and Sellers' Rep (the expiration "Independent Accountants"). In the event that Buyer and Sellers' Rep are unable to agree on the Independent Accountants within such 5-business day period, the Independent Accountants shall be designated jointly by the independent accountants of the ten Buyer and USTC within three (103) Business Day period referenced in the preceding sentencebusiness days thereafter. The resolution of disputes Independent Accountants shall resolve all remaining objections to the Financial Statements made by the Accounting Firm shall be set forth Sellers in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the accordance herewith within forty-five (45) days from their date of such resolutiondesignation. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.the

Purchase Price Adjustment. (a) Within ninety forty-five (9045) days after following the Closing Calculation Date, and in any event at least ten (10) Business Days prior to the Closing, Seller Parent shall prepare and deliver or cause to Purchaser be delivered a statement balance sheet of the Seller as of the Calculation Date prepared consistently with the Accounting Principles (the “StatementCalculation Date Balance Sheet”), setting forth ) and a good faith calculation of the Net Cash Purchase Price Adjustment as of the close of business on the Closing Calculation Date (the “Closing Net CashCalculation” and, collectively with the Calculation Date Balance Sheet, the “Calculation Date Statement”) determined with all supporting work papers and other documents as are reasonably required for an understanding of the Purchase Price Adjustment. The Calculation Date Balance Sheet shall be prepared in accordance with Section 2.03, together with any supporting information that the Accounting Principles. (b) Purchaser may reasonably request. In connection with preparing will be entitled to object to the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit content of the balance sheet Calculation Date Statement by delivering a written notice of objection to Seller Parent on or before the Company 15th day following the date on which Purchaser will have received the Calculation Date Statement. Any such objections by Purchaser will be settled as follows: (i) Purchaser and Seller Parent will meet to try to resolve Purchaser’s objections by mutual written agreement; and (ii) if they are unable to resolve Purchaser’s objections by mutual written agreement within a period of 15 days following Purchaser’s written notice of objection, then each of Purchaser and Seller Parent will be entitled to submit matters that remain in dispute to the Closing Date Independent Accounting Expert, who shall resolve these disagreements in accordance with generally accepted auditing standards; provided, however, that nothing in the Accounting Principles and the provisions of this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Agreement. Purchaser and Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser Parent shall, and shall cause their respective financial advisors to make available to the Company to, assist Seller Independent Accounting Expert all relevant information as may be necessary for the purposes of resolving such disagreements provided that each Party and its representatives in the preparation of the Statement and the conduct of the audit and advisors (including accountants) shall provide Seller and its representatives any information have executed all release letters reasonably requested in connection with the provision of any such information. Each of Purchaser and Seller Parent shall provide them access at all be given a reasonable times opportunity to present its position to the personnel, properties and books and records of the Company for such purposesIndependent Accounting Expert. (bc) Within thirty The Independent Accounting Expert shall be required to render its decision in writing as expeditiously as possible and shall be requested, in any event, to render its decision within sixty (3060) calendar days after receipt from the date on which the disagreements are submitted to the Independent Accounting Expert. The Independent Accounting Expert shall consider only those items that were identified by Purchaser and Seller Parent as being in dispute and shall, in each case, assign a value to each such item that is equal to or in the range between (but not above or below) the values asserted by Purchaser and Seller Parent. The Parties will cooperate with each other and the Independent Accounting Expert regarding the resolution of disputed items, such cooperation to include reasonable access to books, records, facilities and personnel. Each of Purchaser, on the one hand, and Seller Indemnitors in accordance with their respective Pro Rata Share, on the other hand, shall be responsible for the payment of one half of the fees and expenses of the Independent Accounting Expert. The resolution of disputed items by the Independent Accounting Expert shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover. This provision shall constitute the exclusive remedy of the Parties with respect to determination of the Calculation Date Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to including the Purchase Price Adjustment. (d) The Parties agree that the Calculation Date Statement (as it may be modified, as applicable, by the “Statement mutual written agreement of Objections”). If Purchaser does not deliver a Statement of Objections to and Seller within such thirty-day period, Parent or by any final decision rendered by the Statement shall Independent Accounting Expert under this Section 2.04) will become final and binding upon the parties. If Purchaser delivers a Statement Parties on the first of Objections the following dates to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP occur (the “Final Determination Date”): (A) on the 15th day following the date of Purchaser’s receipt of the Calculation Date Statement, if Purchaser does not deliver a written notice of objection to Seller Parent on or before such date; (B) on the date of the settlement of all of Purchaser’s objections by mutual written agreement of Purchaser and Seller Parent; or (C) on the date on which Purchaser and Seller Parent receive a written copy of the final decision rendered by the Independent Accounting Firm”Expert under Section 2.04(c). The Accounting Firm shall be instructed Parties agree that: (i) if the Final Determination Date occurs prior to resolve such disputes within thirty (30) days after receipt the Closing Date, the Cash Purchase Price payable by the Accounting Firm of the materials delivered by Seller to Purchaser at Closing pursuant to Section 2.04(a2.03(b)(i) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser the amount equal to the Accounting Firm within five Base Purchase Price increased or decreased by the Purchase Price Adjustment (5depending on whether such Purchase Price Adjustment is a positive or negative number) Business Days following the expiration of the ten (10) Business Day period referenced confirmed in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon Calculation Date Statement, and (ii) if the date of such resolution. The determination Final Determination Date does not occur before the Closing Date, (1) the Cash Purchase Price payable by Purchaser at Closing pursuant to Section 2.03(b)(i) shall be the amount equal to the Base Purchase Price increased or decreased by the portion, if any, of the Accounting Firm for any item in dispute canPurchase Price Adjustment (depending on whether such Purchase Price Adjustment is a positive or negative number) that is not be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case subject to an objection of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b) (the “Undisputed Portion of the Purchase Price Adjustment”), and (2) (x) if the Initial difference between the total Purchase Price shall be increased by fifty percent (50%) Adjustment confirmed in the final and binding Calculation Date Statement and the Undisputed Portion of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash Purchase Price Adjustment is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Casha positive number, Purchaser shall pay such difference to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate within ten Business Days from the Closing Final Determination Date by wire transfer of immediately available funds to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an Seller’s account designated in writing by Seller Parent to Purchaser, or (y) if the difference between the total Purchase Price Adjustment confirmed in the final and binding Calculation Date Statement and the Undisputed Portion of the Purchase Price Adjustment is a negative number, Seller shall pay such difference to Purchaser or within ten Business Days from the Final Determination Date by wire transfer of immediately available funds to Purchaser’s account confirmed in writing to Seller. For greater certainty, as any payment made under Section 2.04(d)(ii)(2)(x) will be deemed to be an increase to the case may beCash Purchase Price, and thus, will be deemed to be an increase to the Purchase Price for Tax and all other purposes, and any payment made under Section 2.04(d)(ii)(2)(y) will be deemed to be a decrease to the Cash Purchase Price, and thus, will be deemed to be a decrease to the Purchase Price for Tax and all other purposes.

Purchase Price Adjustment. (a) At least three (3) Business Days prior to the Closing Date, the Seller shall deliver to the Buyer (i) a reasonably detailed statement (the “Pre-Closing Statement”) setting forth (A) the Estimated Closing Cash, (B) the Estimated Closing Cash Excess or the Estimated Closing Cash Shortfall, as applicable, (C) the Estimated Closing Indebtedness, (D) the Estimated Working Capital, as well as the resulting Estimated Working Capital Adjustment, as the case may be, and (E) the Estimated Transaction Expenses and (ii) the Funds Flow Memorandum, in each case, together with supporting documentation used by the Seller in calculating the amounts set forth therein and a certificate of the Chief Financial Officer of the Company, dated as of the date of delivery of the Pre-Closing Statement, certifying that he/she has reviewed the Pre-Closing Statement and that the Estimated Purchase Price as calculated pursuant to the Pre-Closing Statement represents his/her good-faith estimate thereof. (b) The Seller shall, and shall cause the Company, the Company Subsidiaries and the Seller’s other Affiliates to, afford to the Buyer and its Affiliates and Representatives (including any accountants, counsel or financial advisers retained by the Buyer in connection with the review of the Pre-Closing Statement), direct access during normal business hours, upon reasonable advance notice and by appointment, to Representatives (including any accountants) of the Seller or its Affiliates as applicable, with reasonable knowledge of the properties, books, Contracts, personnel, and records of the Company, the Company Subsidiaries and such Representatives (including the work papers of any accountants subject to the execution of customary work paper access letters), in each case, only to the extent relevant to the review of the Pre-Closing Statement by the Buyer; provided, however, that any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of the Company or any Company Subsidiary. The Seller shall consider any comments proposed by the Buyer in good faith and if, prior to the Closing, the Seller and the Buyer agree to make any modification to the Pre-Closing Statement, then the Pre-Closing Statement as so modified shall be deemed to be the Pre-Closing Statement. The agreement of the parties to revisions to the Pre-Closing Statement or Funds Flow Memorandum or the failure of the parties to agree to such revisions shall not constitute a waiver or limitation of a party’s rights and obligations pursuant to this Section 2.4. (c) Within ninety (90) days after the Closing Date, Seller the Buyer shall prepare and deliver to Purchaser the Seller a reasonably detailed statement (the “Closing Statement”), ) setting forth the Net Cash as Buyer’s good-faith calculation of the close of business on (i) the Closing Date Cash, (ii) the “Closing Net Cash”Indebtedness, (iii) determined in accordance with Section 2.03the Closing Working Capital, and (iv) the Closing Transaction Expenses, together with any supporting information that Purchaser may reasonably request. In connection with preparing documentation used by the Statement, Seller shall have Buyer in calculating the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that amounts set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposestherein. (bd) Within thirty (30) days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the The Closing Statement shall become final and binding upon the partiesparties hereto at 5:00 p.m. Eastern Time on the thirtieth (30th) day following the date on which the Closing Statement was delivered to the Seller unless the Seller delivers written notice of its disagreement with the Closing Statement (a “Notice of Disagreement”) to the Buyer prior to such date. Any items set forth in the Closing Statement that are not objected to by the Seller in a Notice of Disagreement during the applicable period shall be deemed to become final and binding upon the parties to the Agreement for purposes hereof. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If Purchaser delivers a Statement Notice of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt Disagreement is received by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller Buyer in a timely manner pursuant to this Section 2.04(b2.4(d), which materials shall be delivered by Seller and Purchaser to then the Accounting Firm within five Closing Statement (5as revised in accordance with this sentence) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the Seller and the Buyer on the earlier of (A) the date the Seller and the Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of such resolution. The determination of Disagreement or (B) the date any disputed matters are finally resolved in writing by the Accounting Firm for in accordance with this Section 2.4(d). 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 item differences that they may have with respect to the matters specified in the Notice of Disagreement (including the Buyer’s delivery to the Seller of any amended Closing Statement) and the matters so resolved in writing shall become final and binding upon the parties hereto. If at the end of such thirty (30)-day period the Seller and the Buyer have not resolved in writing all the matters specified in the Notice of Disagreement, the Seller and the Buyer shall submit to the Accounting Firm only matters that remain in dispute cannot be in excess of, nor less than(such remaining items, the greatest “Open Items”). The Seller and the Buyer shall use reasonable efforts to cause the Accounting Firm to render a written decision resolving the Open Items within thirty (30) days of the receipt of such submission (the “Dispute Resolution Period”). The scope of the disputes to be resolved by the Accounting Firm with respect to the Open Items shall be limited to fixing mathematical errors and determining whether the Open Items were determined in accordance with the Balance Sheet Rules and the terms of this Agreement, and no other matters. The Accounting Firm’s decision shall be (x) based solely on written submissions by the Seller and the Buyer and their respective Representatives (and it shall not permit or lowest valueauthorize discovery or hear testimony) and not by independent review, respectively(y) made strictly in accordance with the Balance Sheet Rules and the terms of this Agreement taking into account all of the parties’ written submissions and (z) final and binding on all of the parties hereto absent manifest error. For the avoidance of doubt, claimed with respect to the foregoing clause (x), each party may submit any information it reasonably believes to be relevant to the calculation of the Final Purchase Price in accordance to this Agreement including supporting documentation for that particular item its interpretation or application of the Balance Sheet Rules and adjustments to its previous calculation of or values assigned to any Open Item, which may be different than those included in the Pre-Closing Statement, in the case Closing Statement, Notice of Seller, Disagreement or in the Statement of Objections, in the case of Purchaserdiscussions related thereto. The Accounting Firm shall have no right to make any determination with respect to may not assign a value greater than the undisputed portions of greatest value for such item claimed by either party (after taking into account all adjustments made by the Statement, and no parties during the Dispute Resolution Period) or smaller than the smallest value for such determination with respect to item claimed by either party (after taking into account all adjustments made by the undisputed portions of parties during the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03Dispute Resolution Period). The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.4(d) shall be apportioned borne pro rata as between the Seller, on the one hand, and the Buyer, on the other hand, in proportion to the final allocation made by such Accounting Firm of the disputed items weighted in relation to the claims made by the Seller and Purchaser by the Accounting Firm based on Buyer, such that the degree to which Seller’s prevailing party pays the lesser proportion of such fees, costs and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determinationexpenses. (ce) Upon the Statement Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses and the Final Working Capital becoming final and binding on the parties hereto in accordance with Section 2.04(b2.4(d), the Initial Estimated Purchase Price shall be increased (any such increase, the “Seller Adjustment Amount”) by fifty percent the sum of (50%i) of the amount by which amount, if any, that the Final Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent Cash, (50%ii) of the amount by which the Closing Net Cash is less than amount, if any, that the Estimated Closing Net Indebtedness exceeds the Final Closing Indebtedness, (iii) the amount, if any, that the Estimated Transaction Expenses exceeds the Final Transaction Expenses, and (iv) the amount, if any, that the Final Working Capital exceeds the Estimated Working Capital. The Estimated Purchase Price shall be decreased (any such decrease, the “Buyer Adjustment Amount”) by the sum of (i) the amount, if any, that the Estimated Closing Cash exceeds the Final Closing Cash. If , (ii) the amount, if any, that the Final Closing Net Cash Indebtedness exceeds the Estimated Closing Net CashIndebtedness, Purchaser shall pay to Seller fifty percent (50%iii) of the amount of such excessamount, together with a sum equivalent to interest thereon at a rate equal to if any, that the LIBOR Rate from the Closing Date to the date of payment. If Final Transaction Expenses exceeds the Estimated Closing Net Cash Transaction Expenses, and (iv) the amount, if any, that the Estimated Working Capital exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of paymentFinal Working Capital. Any such payment hereunder shall be made The Estimated Purchase Price adjusted in accordance with this Section 9.04 within 2.4(e) shall be the “Final Purchase Price”. Upon the terms and subject to the conditions set forth in this Agreement and the Escrow Agreement, the Purchase Price Adjustment Escrow Amount shall be available to satisfy any payment obligations of the Seller pursuant to this Section 2.4(e). (f) Within five (5) Business Days after the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, and the Final Working Capital become final and binding on the parties hereto, the following payments shall be made, as applicable: (i) If the Seller Adjustment Amount exceeds the Buyer Adjustment Amount, then: (A) the Buyer shall make payment by wire transfer of immediately available funds to Holdco in the amount of any such excess; and (B) the Buyer and the Seller shall submit a Joint Certificate to the Escrow Agent instructing the Escrow Agent to release to Holdco the Purchase Price Adjustment Escrow Amount. (ii) If the Buyer Adjustment Amount exceeds the Seller Adjustment Amount, then the Buyer and the Seller shall submit a Joint Certificate to the Escrow Agent instructing the Escrow Agent to release and deliver to the Buyer an amount equal to such excess, out of the Purchase Price Adjustment Account; provided, however, that in the event such excess is: (A) less than or equal to the Purchase Price Adjustment Escrow Amount, then the Buyer and the Seller shall submit a Joint Certificate to the Escrow Agent instructing the Escrow Agent to release to Holdco any remaining funds contained in the Purchase Price Adjustment Account (after payment of the amount released to the Buyer pursuant to Section 2.4(f)(ii)); and (B) greater than the Purchase Price Adjustment Escrow Amount, then the Seller shall make payment by wire transfer of immediately available funds to the Buyer in the amount that such excess exceeds the Purchase Price Adjustment Escrow Amount. (iii) Each of the parties hereto acknowledges and agrees that the adjustment provisions set forth in this Section 2.4 shall be the sole and exclusive remedy of the Buyer and the Seller with respect to (A) determining whether or not any adjustment would be made to the Estimated Purchase Price pursuant to this Section 2.4 (whether or not any such adjustment was, in fact, made), (B) determining the amount of any such adjustment or (C) any other claims relating to any of the components of the Working Capital (in lieu of all other claims). (g) No actions taken by the Buyer on its own behalf or on behalf of the Company or the Company Subsidiaries following the Closing Date shall be given effect for purposes of determining the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, or the Final Working Capital. During the period of time from and after the Closing Date through the determination of the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, and the Final Working Capital and payment of the difference between the Seller Adjustment Amount and the Buyer Adjustment Amount in accordance with this Section 2.4, the Buyer shall, and shall cause the Company, the Company Subsidiaries and the Buyer’s other Affiliates to, afford to the Seller and its Affiliates and Representatives (including any accountants, counsel or financial advisers retained by the Seller in connection with the review of the Closing Statement), direct access, during normal business hours upon reasonable advance notice and by appointment, to Representatives (including accountants) of the Buyer or its Affiliates as applicable, with reasonable knowledge of the properties, books, Contracts, personnel, and records of the Company, the Company Subsidiaries and such Representatives (including the work papers of any accountants subject to the execution of customary work paper access letters), in each case, only to the extent relevant to the review of the Closing Statement by the Seller; provided, however, that any such access shall be conducted in a manner not to an account designated in writing by Purchaser unreasonably interfere with the businesses or Seller, as operations of the case may beCompany or any Company Subsidiary.

Purchase Price Adjustment. (a) Within ninety (90) days after the Closing DateOn or before February 15, Seller 2015, Purchaser shall prepare and deliver to Purchaser Seller a good faith statement setting forth its calculation of the amount of Assumed Liabilities under subsections 1.2(d)(1), 1.2(d)(2) and 1.2(d)(3) in reasonable detail (the “Assumed Liabilities Statement”), setting forth the Net Cash as of the close of business on the Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03, together with any that have been paid by Purchaser and accompanied by reasonable supporting information that Purchaser may reasonably requestdocumentation therefor. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives cooperate fully in the preparation of the Statement and the conduct of the audit and shall provide Assumed Liabilities Statement. In addition, Seller and its representatives any information reasonably requested attorneys and shall provide them access at all reasonable times accountants will be entitled to the personnelcopies of work papers, properties and books and records records, and reasonable access to personnel (upon prior written notice, during normal business hours in such a manner so as not to unreasonably interfere with the business of Purchaser) reasonably required to review the Company for such purposes. (b) Within thirty (30) Assumed Liabilities Statement provided by Purchaser. Unless Seller notifies Purchaser in writing within 15 days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such the Assumed Liabilities Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP objections thereto (specifying in reasonable detail the item(s) so disputed together with the basis for such dispute) (the “Accounting FirmDispute Notification Period”). The Accounting Firm , such Assumed Liabilities Statement shall be instructed to resolve such disputes within thirty final and binding for all purposes (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and it being understood that any item not expressly disputed in writing received by Purchaser to Seller pursuant to this Section 2.04(b)within the Dispute Notification Period will become final, which materials shall be delivered by Seller binding and Purchaser to the Accounting Firm within five (5) Business Days following conclusive upon the expiration of the ten Dispute Notification Period). If Seller gives such notice of objection (10including specific items that Seller disputes), then the issues in dispute will be resolved pursuant to Section 1.5(b) Business Day period referenced in the preceding sentencebelow. The resolution of disputes by the Accounting Firm “Post-Closing Adjustment” shall be set forth in writing and shall be conclusive and binding upon an amount equal to the partiesdollar amount of the Assumed Liabilities on the Assumed Liabilities Statement (as finally determined pursuant to Section 1.5(b) if disputed by Seller), and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased reduced dollar for dollar by fifty percent (50%) the dollar amount of the amount by which the Post-Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may beAdjustment.

Purchase Price Adjustment. (a) Within ninety No later than 120 days following the Closing Date, the Company shall, and the Purchaser shall cause the Company to, prepare and deliver to Holdco a statement (90the “Preliminary Working Capital Schedule”), which sets forth the Purchaser’s calculation of (i) the Net Working Capital and (ii) the Working Capital Surplus, if any, or the Working Capital Deficit, if any. The Preliminary Working Capital Schedule shall be determined and calculated in accordance with this Agreement and Working Capital Guidelines. If the Preliminary Working Capital Schedule is not delivered to Holdco within 120 days after the Closing Date, Seller shall prepare then Holdco, with the reasonable assistance of those employees of the Company performing the functions of a chief accounting or financial officer for the Company and deliver those individuals who, directly or indirectly, report to Purchaser a statement such chief financial or accounting officer (collectively, the “StatementFinance Employees”), setting forth may prepare and present the Net Cash as of Preliminary Working Capital Schedule within an additional thirty (30) days thereafter. If Holdco prepares the close of business on the Closing Date (the “Closing Net Cash”) determined Preliminary Working Capital Schedule in accordance with the immediately preceding sentence, then, with respect to such Preliminary Working Capital Schedule, all references in Section 2.033.7(a) through Section 3.7(d) to Holdco and the Purchaser (or the Company), together with any supporting information that respectively, shall be read as references to the Purchaser may reasonably request(or the Company) and Holdco, respectively. In connection with preparing the StatementThe Purchaser agrees that, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of following the Closing Date and until the date on which the Final Working Capital Schedule becomes final and binding on the Parties in accordance with generally accepted auditing standards; providedthe terms of this Agreement, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shallwill not intentionally take, and shall cause will not intentionally permit the Company toto take, assist Seller and its representatives any actions with respect to any accounting books, records, policies or procedures on which the Net Working Capital is to be based, or from which it is to be derived, for the intent of materially impeding or delaying, or otherwise intentionally making unavailable information required for, the determination of the Net Working Capital in the preparation of manner and utilizing the Statement methods contemplated by this Agreement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposesWorking Capital Guidelines. (b) Within Holdco shall have thirty (30) days after following receipt of the StatementPreliminary Working Capital Schedule during which to notify the Purchaser of any dispute of any item contained in the Preliminary Working Capital Schedule, which notice shall set forth in reasonable detail the basis for such dispute. In connection with Holdco’s review of the Preliminary Working Capital Schedule, the Purchaser shall deliver will provide Holdco and its representatives, advisors and accountants with reasonable access to Seller a written statement describing its objectionsappropriate personnel (including the Finance Employees) books, if anyrecords, to documents and other information of the Statement Company. (the “Statement of Objections”). c) If Purchaser Holdco does not deliver a Statement notify the Purchaser of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes dispute within thirty (30) days after its receipt of the Preliminary Working Capital Schedule, the Preliminary Working Capital Schedule shall be deemed to be the Final Working Capital Schedule. (d) If Holdco notifies the Purchaser of any such dispute within such thirty (30) day period, the Purchaser and Holdco shall cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Final Working Capital Schedule shall be prepared in accordance with the agreement of the Purchaser and Holdco. (e) If the Purchaser and Holdco are unable to resolve any dispute regarding the Preliminary Working Capital Schedule within fifteen (15) days (or such longer period as the Purchaser and Holdco shall mutually agree in writing), following notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by the Accounting Firm Arbitrator. As used herein, the term “Arbitrator” means the St. Louis, Missouri office of Deloitte LLP, or in the event such accounting firm is unable or unwilling to take such assignment, a nationally recognized independent accounting firm mutually agreed upon by the Purchaser and Holdco or, failing such agreement within thirty (30) days following notice of dispute by Holdco, then upon the written request of either the Purchaser or Holdco, such nationally recognized independent accounting firm selected by the CPR in accordance with the CPR Rules for Non-Administered Arbitration. Such resolution shall be final and binding on the Parties. The Purchaser and Holdco shall instruct the Arbitrator to make a final determination of Net Working Capital and the Working Capital Deficit, if any, or the Working Capital Surplus, if any, based solely on the items that are in dispute and that, in resolving such items in dispute and in determining Net Working Capital and the Working Capital Deficit, if any, or the Working Capital Surplus, if any, the Arbitrator shall not assign to any item in dispute a value that is (A) greater than the greatest value for such item assigned by the Purchaser, on the one hand, or Holdco, on the other hand, or (B) less than the smallest value for such item assigned by the Purchaser, on the one hand, or Holdco, on the other hand. The Arbitrator shall be directed to use commercially reasonable best efforts to complete its work within thirty (30) days following its engagement. The fees, costs and expenses of the materials delivered Arbitrator (collectively, the “Arbitrator Fees”) (1) shall be borne by Seller the Purchaser in the proportion that the aggregate dollar amount of all such disputed items so submitted that are unsuccessfully disputed by the Purchaser (as finally determined by the Arbitrator) bears to the aggregate dollar amount of such items so submitted and (2) shall be borne by Holdco in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by the Purchaser pursuant (as finally determined by the Arbitrator) bears to Section 2.04(a) the aggregate dollar amount of all such items so submitted. Notwithstanding the foregoing, if the Arbitrator requires an advance payment of the Arbitrator Fees, the Purchaser, on the one hand, and Holdco, on the other hand, shall each be responsible for one-half of such advance payment of Arbitrator Fees and following the final determination of Net Working Capital and the Working Capital Deficit, if any, or the Working Capital Surplus, if any, by the Arbitrator, the Arbitrator Fees payable by the Purchaser and Holdco shall be adjusted in accordance with the immediately preceding sentence. Holdco may elect to Seller pay Arbitrator Fees due and owing from them from the Escrow Fund. If any disputes are submitted to the Arbitrator pursuant to this Section 2.04(b3.7(e), which materials the Final Working Capital Schedule shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash prepared in accordance with Section 2.03. The fees and expenses the decision of the Accounting Firm shall be apportioned between Seller and Purchaser by Arbitrator and, to the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b)extent applicable, the Initial Purchase Price shall be increased by fifty percent (50%) agreement of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may beand Holdco.

Purchase Price Adjustment. (a) Within ninety As soon as practicable (90but not later than one-hundred twenty (120) days days) after the Closing, Purchaser shall provide the Sellers, by notice in writing, with its calculation of Working Capital, in reasonable detail as of the Closing Date, Seller and during such period Sellers shall prepare and deliver to Purchaser a statement (the “Statement”), setting forth the Net Cash as of the close of business on the Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03, together cooperate fully with any supporting reasonable requests by Purchaser for information that Purchaser may reasonably request. In connection with preparing concerning Working Capital or the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes. (b) Within thirty (30) days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”)components thereof. If Purchaser does Sellers do not deliver a Statement of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes object thereto within thirty (30) days after receipt receipt, by notice stating such objections in reasonable detail, the same shall be deemed the “Definitive Closing Working Capital.” If such notice is timely given by Sellers, the Parties shall use their reasonable efforts to reconcile such objections for a period of thirty (30) days thereafter, and if they do so, their agreement as to Working Capital shall be deemed the Definitive Closing Working Capital. If the Parties are unable to do so, either Party may submit the items in dispute for determination as promptly as practicable to Xxxxx Xxxxxxxx LLP, or if such firm is unavailable, an internationally recognized accounting firm with no connection to Purchaser, the Company or Sellers (i) to be agreed upon by Purchaser and Sellers, or if they cannot so agree within fifteen days from a request by either Purchaser or Sellers, (ii) appointed by the Accounting Firm American Arbitration Association (the “Arbitrating Accountants”). The costs of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials Arbitrating Accountants shall be delivered allocated between the Sellers and the Purchaser in the same proportion that the aggregate amount of disputed items that were determined in favor of the other Party (as finally determined by Seller and Purchaser the Arbitrating Accountants) bears to the Accounting Firm within five (5) Business Days following the expiration total amount of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes disputed items submitted by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the partiesParties, and the Statement, as modified by such resolution, determination of the Arbitrating Accountants shall become be deemed the Definitive Closing Working Capital which shall be final and binding upon on the date of Parties and may be entered in and enforced by any court having jurisdiction. Each Party shall bear its own legal fees and costs in connection with such resolutionarbitration. The determination of For purposes hereof, “Working Capital” shall mean the Accounting Firm for any item in dispute cannot be in excess ofdifference between cash and cash equivalents, nor accounts receivable, plus inventory, plus prepaid expenses and other current assets, on the one hand, less thanaccounts payable and accrued liabilities, on the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaserother hand. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement Working Capital shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash calculated in accordance with Section 2.03. The fees GAAP and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance a manner consistent with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.Exhibit B.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment after the Closing as follows: (a) Within ninety (90) days after the Closing Date, The Seller shall prepare and deliver may be entitled to Purchaser a statement receive additional shares of Parent Common Stock (the “StatementAdditional Shares”)) as additional consideration (the “Additional Consideration”) in accordance with the provisions of this Section 3.3 based upon the Gross Revenues, setting forth on an annualized basis, of a particular month during the Net Cash as of the close of business on twenty-four-month period immediately following the Closing Date (the “Closing Net CashEarn-Out Period”), as follows: (i) Within ten business days after the delivery of the quarterly profit and loss statement pursuant to Section 7.4(d), if the Seller desires to designate a particular month of the quarterly period covered by such statement, then the Seller shall so notify Parent in writing (the “Revenue Notice”) of such month (the “Revenue Month”). If Seller fails to notify Parent in writing within the ten business day period pursuant to this Section 3.3(a)(i), then Seller’s right to designate the Revenue Month shall be forfeited with respect to such quarterly period. Seller shall not be entitled to designate any month that has been previously forfeited. (ii) Within two weeks of receipt of Seller’s written notice designating the Revenue Month, Parent shall present the Seller with a certification (the “Revenue Certification”) signed by the Chief Financial Officer of the Parent with respect thereto and with respect to the amount equal to the product of (i) twelve and (ii) the Gross Revenues for the Revenue Month (the “Annualized Revenues”). Such certification shall be accompanied by a detailed statement setting forth the relevant information upon which the calculation of such Gross Revenues is based, including, without limitation, the names of each licensee and the licensee fees and other revenues paid or payable, including any bad debt reserve established in respect of any applicable receivables, by such licensee in respect of the applicable month. (iii) In the event Parent does not receive a Revenue Notice with respect to the last calendar quarter of the Earn-Out Period, the Parent shall determine the Gross Revenues for the final month of the Earn-Out Period for purposes of determining the Annualized Revenues pursuant to Section 3.3(a)(ii). (b) In the event the Annualized Revenues as reflected on the Revenue Certification are equal to or less than $2,076,000, then the Purchaser shall be under no obligation to pay, and the Seller shall not have a right to receive, any Additional Consideration. (c) In the event the Annualized Revenues as reflected on the Revenue Certification are greater than $2,076,000 (the amount by which such Annualized Revenues exceed $2,076,000 being herein referred to as the “Increased Revenues”), then the Purchaser shall be obligated to pay, and the Seller shall have a right to receive Additional Consideration in the amount equal to two and one-fifth (2.2) times the Increased Revenues. (d) The Additional Consideration shall be paid by delivery to the Seller of a number of Additional Shares determined by dividing the amount of Additional Consideration to which the Seller is entitled as determined in accordance with Section 2.033.3(c) hereof by the average Closing Price of a share of Parent Common Stock for the 10 Trading Day period immediately preceding the commencement of the month following the Revenue Month (the “Undisputed 10 Day Average”), together if the Revenue Certification is not disputed by the Seller. Such Additional Shares shall be issued as soon as reasonably practicable and the Parent shall submit written instructions to its transfer agent to issue such shares no later than two (2) Business Days after the final determination of the Additional Consideration, if any, to which the Seller is entitled. (e) In the event the Seller disputes or disagrees with any supporting information that Purchaser may reasonably requestthe calculation as presented in the Revenue Certification, then the determination of Gross Revenues shall be calculated by an independent auditor chosen by the Seller and approved by Parent, such approval shall not be unreasonably withheld. In connection with preparing the Statementevent the Revenue Certification is disputed by the Seller, Seller shall have and (i) the right, but not calculation of Gross Revenues by the obligation, to conduct, at Seller’s expense, an audit independent auditor is less than 101% of the balance sheet amount of the Company Gross Revenues contained in the Revenue Certification, the Additional Consideration to be paid shall be a number of Additional Shares as determined by dividing the amount of Additional Consideration to which the Closing Date Seller is entitled to as determined in accordance with generally accepted auditing standardsSection 3.3(c) hereof by the greater of (A) the Undisputed 10 Day Average and (B) the 10 Trading Day period immediately preceding the date the calculation of Gross Revenues is presented by the independent auditor pursuant to this Section 3.3(e) (the “Disputed 10 Day Average”) and in either case, the cost of such determination by such independent auditor shall be borne by the Seller, or (ii) the calculation of Gross Revenues by the independent auditor is greater than or equal to 101% and less than or equal to 110% of the amount of the Gross Revenues contained in the Revenue Certification, the Additional Consideration to be paid shall be a number of Additional Shares as determined by dividing the amount of Additional Consideration to which the Seller is entitled to as determined in accordance with Section 3.3(c) hereof by the Undisputed 10 Day Average and the cost of such determination by such independent auditor shall be borne equally by the Seller and the Purchaser or (iii) the calculation of Gross Revenues by the independent auditor pursuant to this Section 3.3(e) hereof is greater than 110% of the amount of the Gross Revenues contained in the Revenue Certification, the Additional Consideration to be paid shall be a number of Additional Shares as determined by dividing the amount of Additional Consideration to which the Seller is entitled to as determined in accordance with Section 3.3(c) hereof by the lesser of (X) the Undisputed 10 Day Average and (Y) the Disputed 10 Day Average and in either case the cost of such determination by such independent auditor shall be borne by the Purchaser. In either event, such Additional Shares shall be issued as soon as reasonably practicable and the Parent shall submit written instructions to its transfer agent to issue such shares no later than two (2) Business Days after the final determination of the Additional Consideration, if any, to which the Seller is entitled. The determination of Gross Revenues by such independent auditor pursuant to this Section 3.3(e) shall be binding upon the parties. (f) The issuance of the Additional Shares, if any, pursuant to Section 3.3(d) or 3.3(e) shall be subject to the Parent’s right of set-off as contained in Section 8.5 hereof. (g) Notwithstanding any other provision herein, the Parent shall not be obligated to issue Additional Shares, pursuant to Section 3.3(d) or 3.3(e), to the extent that the issuance of such Additional Shares would exceed that number of shares of Parent Common Stock which the Parent may issue in connection with the acquisition of the Purchased Assets (the “Exchange Cap”) without breaching the Parent’s obligations to receive stockholder approval prior to such issuance under the rules or regulations of The Nasdaq Stock Market, Inc., except that such limitation shall not apply in the event that the Parent (a) obtains the approval of its stockholders as required by applicable rules of The Nasdaq Stock Market, Inc. for issuances of Parent Common Stock in excess of such amount (the “Shareholder Approval”) or (b) obtains a written opinion from outside counsel to the Parent that such approval is not required, which opinion shall be reasonably satisfactory to the Seller; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times notwithstanding anything herein to the personnel, properties and books and records of the Company for such purposes. (b) Within thirty (30) days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day periodcontrary, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement Parent, will issue such number of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller shares of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser Parent Common Stock pursuant to Section 2.04(a3.3(b) and by Purchaser to Seller pursuant to this and, if applicable, Section 2.04(b), which materials shall be delivered by Seller and Purchaser 3.3(d) or Section 3.3(e) up to the Accounting Firm within five (5) Business Days following Exchange Cap. In addition, if applicable, Parent shall use its reasonable commercial efforts to include and recommend for approval such proposal for the expiration of Shareholder Approval in its next annual proxy statement filed after the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by determination is made that such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determinationShareholder Approval is necessary. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.

Purchase Price Adjustment. (a) Within ninety Not later than the third Business Day prior to the Closing Date, using GAAP or Applicable SAP, as appropriate, Genworth will deliver to the Buyer Genworth’s good faith calculation of the Estimated Closing Total Equity computed in accordance with Section 2.6(h) as of the Closing Date, together with reasonably detailed supporting work papers. (90b) No later than 60 days after the Closing Date, Seller shall Genworth will cause KPMG LLP to prepare and deliver to Purchaser a statement Genworth and the Buyer: (i) audited balance sheets for the “Statement”), setting forth the Net Cash Stock Sale Companies as of the close of business on the Closing Date Date, with the audited balance sheets of GEGA and DHI prepared in accordance with GAAP and the audited balance sheets of GLHIC and PIC prepared in accordance with Applicable SAP in each case based on the Books and Records and prepared in a manner consistent with GAAP or Applicable SAP, as applicable, and consistent in all material respects with the procedures and methodologies applied to the GAAP Financial Statements and Statutory Statements, as applicable (collectively, the “Final Closing Net CashBalance Sheet”); (ii) determined a schedule of unadjusted financial statement differences not reflected in the audited balance sheet; and (iii) a preliminary calculation of the Final Closing Total Equity computed in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company 2.6(h) as of the Closing Date Date. KPMG LLP shall conduct such audits in accordance with auditing standards generally accepted auditing standardsin the United States of America. For purposes of such closing balance sheets and of the calculation of Final Closing Total Equity, any and all uncorrected adjustments identified by KPMG LLP pursuant to Section 2.6(b)(ii) will be recorded in the audited closing balance sheets and reflected in Final Closing Total Equity. (c) In connection with the preparation of the Final Closing Balance Sheet and the calculation of the Final Closing Total Equity, and during the period of any dispute under this Section 2.6, the Buyer and Genworth shall (i) provide the other party and the other party’s authorized representatives with reasonable access to the relevant personnel, properties, and books and records and (ii) cooperate in good faith with the other party and its authorized representatives, including by providing on a timely basis all information necessary or useful in preparing the Final Closing Balance Sheet or calculating the Final Closing Total Equity. (d) During the 30 day period following the Buyer’s receipt of the Final Closing Balance Sheet and calculation of the Final Closing Total Equity, Genworth (i) will permit the Buyer and its accountants to review the working papers of Genworth as well as such other documents as the Buyer may reasonably request and (ii) will cooperate with, and be reasonably available to, the Buyer to provide such other information reasonably requested relating to the Final Closing Balance Sheet and the calculation of the Final Closing Total Equity; provided, however, that nothing in this sentence shall either change the definition accountants of Net Cash from that set forth in Section 2.03 or extend Genworth will not be obligated to make any work papers available to the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller Buyer and its representatives accountants unless and until the Buyer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. The Final Closing Balance Sheet and the preparation calculation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes. (b) Within thirty (30) days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Statement shall Final Closing Total Equity will become final and binding upon the partiesparties on the 30th day following delivery thereof to the Buyer, unless objected to by the Buyer. If Purchaser delivers the Buyer objects to the preparation of the Final Closing Balance Sheet or the calculation of Final Closing Total Equity, the Buyer must deliver a Statement written notice (“Buyer’s Notice”) to Genworth prior to the 30th day following delivery of Objections to Seller within such thirty-day period, the Final Closing Balance Sheet and calculation of the Final Closing Total Equity that specifies in reasonable detail the amount by which and the parties cannot resolve reasons why it believes particular line items in the Final Closing Balance Sheet or the calculation of the Final Closing Total Equity fail to comply with the requirements of Section 2.6(b) or the Final Closing Balance Sheet and the Final Closing Equity contained any such objection within numerical error. (e) Within ten (10) Business Days after Genworth’s timely receipt of the receipt by Seller of such Statement of ObjectionsBuyer’s Notice, any remaining disputes the Buyer and Genworth shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed begin good faith negotiations to resolve such disputes disagreement. If such parties are unable to resolve such disagreement within thirty (30) days ten Business Days after receipt such negotiations begin, then either the Buyer or Genworth may submit such disagreement to the Third Party Accountants, for resolution in a manner consistent with the provisions of this Agreement. The parties hereto acknowledge and agree that such resolution by the Accounting Firm Third Party Accountants shall be limited to a determination as to whether the disputed items of the materials delivered by Seller Final Closing Balance Sheet and the Final Closing Total Equity (i) failed to Purchaser pursuant comply with the requirements of Section 2.6(b) or (ii) contained any numerical error. The parties shall cooperate with the Third Party Accountants and shall proceed in good faith to Section 2.04(a) and by Purchaser cause the Third Party Accountants to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser resolve such disagreement as expeditiously as practicable after such disagreement is submitted to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03Third Party Accountants. The fees and expenses of the Accounting Firm Third Party Accountants shall be apportioned between Seller and Purchaser paid one-half by the Accounting Firm based on Buyer and one-half by Genworth. (f) Each party shall provide the degree Third Party Accountants with such information as the Third Party Accountants reasonably may request in resolving any disagreement submitted to which Seller’s them, together with such other information as the party reasonably believes relevant to the resolution of such disagreement; provided, however, that the accountants of the Buyer, Genworth or the Stock Sale Companies will not be obligated to make any work papers available to the Third Party Accountants unless and Purchaser’s claims were unsuccessful until the Third Party Accountants have signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to the Buyer, Genworth or their respective accountants, as the case may be. The Third Party Accountants’ resolution of any such disagreement shall be reflected in a written report that shall be delivered promptly (and in any event within 45 days after their appointment) to, and shall be paid by Seller final and Purchaser binding upon, the parties. In making such determination, the Third Party Accountants may only consider those items and amounts (and related items and amounts) as to which the Buyer and Genworth have disagreed within the time periods and on the terms specified above and must resolve the matter in accordance with such determinationthe terms and provisions of this Agreement; provided, that the determination of the Third Party Accountants will neither be more favorable to Genworth than reflected in the Final Closing Balance Sheet nor more favorable to the Buyer than reflected in Buyer’s Notice. (cg) Upon the Statement earliest to occur of (i) the Final Closing Balance Sheet and the calculation of the Final Closing Total Equity becoming final and binding in accordance with pursuant to Section 2.04(b2.6(d), (ii) the Initial Purchase Price shall be increased by fifty percent parties reaching an agreement pursuant to Section 2.6(e) or (50%iii) the Third Party Accountants delivering their report pursuant to Section 2.6(f), then, within five Business Days after the earliest to occur of the amount by which events described in clauses (i), (ii) and (iii) above, (A) Genworth shall, if the Final Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash Total Equity is less than the Estimated Closing Net Cash. If Total Equity, pay to the Closing Net Cash exceeds Buyer the difference between the Estimated Closing Net CashTotal Equity and the Final Closing Total Equity, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to plus simple interest thereon from and including the Closing Date to, but not including, the date of payment at a an annual interest rate equal to the LIBOR Rate from Federal Funds Rate, and (B) the Buyer shall, if the Final Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.Total Equity is

Purchase Price Adjustment. (a) Within ninety (90) days after As soon as reasonably practicable following the Closing Date, Seller and in any event within forty-five (45) calendar days thereof, Chancellor LA shall prepare and deliver to Purchaser (i) a statement (the “Statement”), setting forth the Net Cash as of the close of business on the Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the consolidated balance sheet of the Company as of the Closing (after giving effect to the Preliminary Transactions but prior to giving effect to the Dividend) which shall be audited by PricewaterhouseCoopers LLP ("PWC"), together with the related audit report of such firm (the "Closing Balance Sheet"), and (ii) a calculation of the Net Working Capital of the Company as set forth on the Closing Balance Sheet (the "Closing Date Net Working Capital"). The Closing Balance Sheet shall be prepared in accordance with United States generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in accounting principles ("GAAP") consistent with the preparation of the Statement and the conduct of the audit Pro Forma Balance Sheet, and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to fairly present the personnel, properties and books and records consolidated financial position of the Company for such purposes. (bincluding Whiteco) Within thirty (30) days after receipt as of the StatementClosing. "Net Working Capital" shall mean (i) current assets of the Company, Purchaser minus (ii) current liabilities of the Company. Current liabilities of the Company shall deliver to Seller a written statement describing (A) include, without limitation, any severance payments provided on Schedule 2.13 which have been paid, or will be paid, by the Company or its objections, if any, Subsidiaries and which are accrued and incurred after the Closing but prior to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm time of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller calculation of Closing Date Net Working Capital pursuant to this Section 2.04(b1.5(a), and (B) exclude, without limitation, any liability of the Company or its Subsidiaries, including, but not limited to, any liability for Taxes and severance payments, which materials Chancellor LA has agreed to or is otherwise obligated to pay. Notwithstanding the foregoing, in calculating Net Working Capital, all intercompany payables and receivables between Chancellor LA, the Company and its Subsidiaries shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determinationdisregarded. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.

Purchase Price Adjustment. (a) Within ninety sixty (9060) days after the Closing DateClosing, the Seller shall prepare and deliver to Purchaser the Buyer a statement (the “Statement”), setting forth "ADJUSTMENT STATEMENT") with respect to any adjustment to the Net Cash as Purchase Price in respect of the close of business Purchased Assets and other items set forth on the Closing Date Schedule 3.2 (the “Closing Net Cash”) determined "ADJUSTMENT ASSETS"). The Adjustment Statement shall be prepared using the same generally accepted accounting principles, policies and methods -as the Seller has historically used in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit calculation of the balance sheet value of the Company as Adjustment Assets reflected on such Adjustment Statement. The Buyer agrees to cooperate with the Seller in connection with the preparation of the Closing Date in accordance with generally accepted auditing standards; Adjustment Statement and related information, and shall provide to the Seller such hooks, records and information as may be reasonably requested from time to time. (b) The Buyer may dispute all or a part of the Adjustment Amount: provided, however, that nothing the Buyer shall notify the Seller in this sentence shall either change writing of the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shalldisputed amount, and shall cause the Company tobasis of such dispute, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes. (b) Within within thirty (30) days after of the Buyer's receipt of the Adjustment Statement, Purchaser shall deliver . In the event of a dispute with respect to Seller a written statement describing its objections, if any, to any part of the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day periodAdjustment Amount, the Statement Buyer and the Seller shall become final attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding upon and conclusive on the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, the Buyer and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller are unable to reach a resolution of such Statement differences within thirty (30) days of Objectionsreceipt of the Buyer's written notice of dispute to the Seller, any the Buyer and the Seller shall submit the amounts remaining disputes shall be resolved by Ernst & Young LLP (in dispute for determination and resolution to the “Independent Accounting Firm”). The Accounting Firm , which shall be instructed to resolve such disputes determine and report to the parties, within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) such submission, upon such remaining disputed amounts, and by Purchaser to Seller pursuant to this Section 2.04(b), which materials such report shall be delivered by Seller final, binding and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.parties hereto

Purchase Price Adjustment. (aA) Within ninety (90) days after the Closing Date, Seller shall prepare and deliver to Purchaser a statement (the “Statement”), setting forth the Net Cash As soon as of the close of business on the Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the rightpracticable, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes. (b) Within no event later than thirty (30) days after receipt following the Closing, Seller shall prepare a balance sheet of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to Business as of the Statement Closing (the “Statement Closing Balance Sheet”) and a calculation of Objections”). If Purchaser does not deliver a Statement the Working Capital of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon Business as of the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and Closing based on the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP Closing Balance Sheet (the “Accounting FirmClosing Working Capital” and, together with the Closing Balance Sheet, the “Closing Financial Data”). The Accounting Firm Closing Balance Sheet shall be instructed prepared in accordance with GAAP, consistently applied with the manner in which Seller’s Most Recent Financial Statements were prepared. (B) Seller shall deliver a copy of the Closing Financial Data to resolve such disputes Buyer promptly after it has been prepared. After receipt of the Closing Financial Data, Buyer shall have fifteen (15) days to review the Closing Financial Data. Buyer and its authorized representatives shall have reasonable access during normal business hours to all relevant books and records of Seller to the extent required to complete their review of the Closing Financial Data. Unless Buyer delivers written notice to Seller on or prior to the thirtieth (30th) day after Buyer’s receipt of the Closing Financial Data specifying in reasonable detail the amount, nature and basis of all disputed items, Buyer shall be deemed to have accepted and agreed to the calculation of the Closing Working Capital. If Buyer timely notifies Seller of its objection to the calculation of the Closing Working Capital as described above, Seller and Buyer shall, within thirty (30) days after receipt by (or such longer period as the Accounting Firm of Parties may agree in writing) following such notice (the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b“Resolution Period”), which materials attempt to resolve their differences and any resolution by them as to any disputed amounts shall be delivered by Seller final, binding and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determinationconclusive. (cC) Upon If, at the Statement becoming final and binding conclusion of the Resolution Period, there are any amounts remaining in accordance with Section 2.04(b)dispute, the Initial Purchase Price then such amounts remaining in dispute shall be increased by fifty percent submitted to a firm of nationally recognized independent certified public accountants (50%the “Neutral Auditors”) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.selected

Purchase Price Adjustment. (a) Within ninety (90) days after the Closing Date, Seller shall prepare and deliver to Purchaser a statement (the “Statement”), setting forth the Net Cash as of the close of business on the Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes. (b) Within thirty (30) days after receipt the Closing, Sellers will deliver to RF (i) a statement of the Net Working Capital (as defined in Section 1.1) of the Ecusta Division (the "Closing Net Working Capital Statement") setting forth the Net Working Capital of the Ecusta Division, Purchaser excluding any Accounts Payable related to outstanding checks, as of the Effective Date (the "Closing Net Working Capital") and (ii) a reconciliation statement (the "Reconciliation Statement") accounting for the cash receipts and disbursements for the Business in reasonable detail from the Effective Date up to and including the Closing Date. The Closing Net Working Capital Statement and Reconciliation Statement shall deliver be prepared in accordance with the Accounting Principles. Buyers will provide to Seller a written statement describing its objectionsSellers and to their officers, if anyemployees, counsel and other representatives, upon request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege), reasonable access to their officers and employees and reasonable access for inspection and copying of any information existing at or after the Closing Date, and will make their officers and employees available, to the Statement (the “Statement of Objections”). If Purchaser extent such availability does not deliver a unreasonable interfere with the conduct of the Business, for the sole purpose of enabling and as reasonably necessary to enable the Sellers to prepare the Closing Net Working Capital Statement of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten Reconciliation Statement. (10b) Business Days after the receipt by Seller of such Statement of ObjectionsIf, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the delivery of the Closing Net Working Capital Statement and the Reconciliation Statement, RF determines in good faith that the Closing Net Working Capital Statement or the Reconciliation Statement has not been prepared in accordance with the Accounting Firm Principles, RF shall deliver to Glatfelter within such period written notice specifying in reasonable detail all disputed items and the basis therefor (collectively, the "Disputed Items"). The failure by RF to provide such notice of Disputed Items to Glatfelter within such period will constitute RF's acceptance of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) Closing Net Working Capital Statement or the Reconciliation Statement, as applicable. Sellers and by Purchaser to Seller pursuant to this Section 2.04(b)Buyers shall, which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in days following the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date delivery of such resolution. The determination notice of Disputed Items (the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be."Resolution

Purchase Price Adjustment. (a) Within ninety (90) days after Prior to the Closing Date, Seller the Buyer shall retain the Arbiter to prepare and deliver deliver, as promptly as practicable but in any event within 45 days following the Closing Date, to Purchaser a statement (the “Statement”)Seller and the Buyer an unaudited statement, substantially in the form of Schedule 2.4, setting forth the Net Cash current assets included in the Acquired Assets and the current liabilities included in the Assumed Liabilities as of the close of business on at the Closing Date (the “"Closing Net Cash”Statement"). The Closing Statement shall be prepared using the same accounting methods, policies, practices and procedures, with consistent classification, judgments, and estimation methodology, as used in the preparation of the Reference Balance Sheet, except that the Closing Statement shall not include (i) determined in accordance with Section 2.03any current Tax assets or any current Tax liabilities or (ii) any LIFO reserve or any intercompany profit on inventory reserve, together with any supporting information that Purchaser may reasonably request. In connection with preparing except to the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of extent included on the balance sheet of the Company Seller as at October 31, 2000. Notwithstanding anything contained herein to the contrary, for purposes of the Closing Statement, storeroom inventory and spare parts will be determined on the day immediately preceding the Closing Date and all inventory shall be valued at the invoice cost of raw materials plus manufacturing costs with respect thereto, determined in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposesU.S. GAAP. (b) Within thirty (30) days after receipt of The Closing Statement delivered by the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, Arbiter to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, Buyer and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the partiesParties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolutionabsent manifest error. The determination of the Accounting Firm for any item in dispute cannot be in excess offees, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees costs and expenses of the Accounting Firm Arbiter shall be apportioned between Seller and Purchaser borne equally by the Accounting Firm based on Buyer and the degree Seller. The Buyer and the Seller shall make available to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser the Arbiter their respective work papers generated in accordance connection with such determinationthe preparation or review of the Closing Statement. (c) Upon If the Statement becoming final and binding Final Amount exceeds the Preliminary Amount, the Buyer shall pay to the Seller the dollar amount of the Purchase Price Adjustment in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent provisions of paragraph (50%d) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with this Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be2.

Purchase Price Adjustment. (a) Within ninety As soon as ------------------------- practicable, but in no event later than 60 days following the Valuation Date, Sellers shall prepare a statement of adjusted working capital of the Business as of the Valuation Date (90including the notes thereto, the "Valuation Date Statement"). The Valuation Date Statement ------------------------ shall present the net amount of the current assets of the Business that are Purchased Assets less the current liabilities of the Business that are Assumed Liabilities plus, from the Financial Statements Date to the Valuation Date, the investment in fixed assets (other than investments resulting from the purchase of (A) assets subject to capitalized leases on the books of Sellers or (B) production equipment under operating leases) less (i) the net proceeds from the disposal of any fixed assets of the Business and (ii) the replacement cost of any fixed assets of the Business included in the Purchased Assets that, from the Financial Statements Date to the Valuation Date, are lost, damaged beyond repair or destroyed (the "Net Working Capital Amount") -------------------------- and shall be prepared with respect to such items on a basis consistent with the Financial Statements. Notwithstanding the foregoing, the Valuation Date Statement shall not include any interest-bearing debt, any capitalized lease on the books of Sellers or any operating lease of production equipment providing for annual lease payments in excess of $100,000. (b) During the preparation of the Valuation Date Statement and the period of any dispute within the contemplation of this Section 3.2, Buyer shall (i) provide Sellers and Sellers' authorized representatives with access to the books, records, facilities, employees and accountants of the Business, (ii) provide Sellers as promptly as practicable after the Closing Date (but in no event later than 30 days after the Closing Date, Seller shall prepare and deliver to Purchaser a statement () with normal month-end closing financial information for the “Statement”), setting forth the Net Cash as of the close of business period ending on the Closing Valuation Date and (iii) cooperate with Sellers and Sellers' authorized representatives, including the “Closing Net Cash”) determined provision on a timely basis of all information necessary or useful in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the Sellers' preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes. (b) Within thirty (30) days after receipt of the Valuation Date Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price Sellers shall be increased by fifty percent (50%) deliver a copy of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excessValuation Date Statement, together with a sum equivalent the work papers used in the preparation thereof, to interest thereon at a rate equal to the LIBOR Rate from Buyer promptly after it has been prepared and in no event later than 60 days after the Closing Date to the date of paymentDate. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) After receipt of the amount of such excessValuation Date Statement, Buyer shall have 60 days to review the Valuation Date Statement, together with a sum equivalent the work papers used in the preparation thereof. Unless Buyer delivers written notice to interest thereon at a rate equal Sellers on or prior to the LIBOR Rate from 60th day after Buyer's receipt of the Closing Valuation Date Statement specifying all disputed items and the basis therefor, Buyer shall be deemed to have accepted and agreed to the date Valuation Date Statement. If Buyer so notifies Sellers of payment. Any its objection to the Valuation Date Statement, Sellers and Buyer shall, within 30 days following such payment hereunder notice (the "Resolution Period"), attempt to resolve ----------------- their differences and any resolution by them as to any disputed amounts shall be made in accordance with Section 9.04 within five final, binding and conclusive. (5d) Business Days after final determination At the conclusion of the Statement Resolution Period, all amounts remaining in dispute shall be submitted to an account designated in writing by Purchaser or Seller, as Deloitte & Touche (the case may be."Neutral Auditors"

Purchase Price Adjustment. (a) Within ninety The Purchase Price will be subject to adjustment upward or downward, as the case may be, following the Closing, in the amount of the difference, if any, between (90i) $7,670,000, the estimated Net Working Capital as of January 3, 1999 (the "REFERENCE NET WORKING CAPITAL AMOUNT") and (ii) the Net Working Capital as of the Closing Date as finally determined in accordance with the procedures specified below (the "FINAL NET WORKING CAPITAL AMOUNT"). (b) Promptly after the Closing Date, Purchaser will prepare and present to the Seller a statement in reasonable detail of the Net Working Capital of the Business as of the Closing Date (the "CLOSING STATEMENT"). The Closing Statement shall be delivered to the Seller no later than 30 days after the Closing Date, . The Purchase Price adjustment shall be made on the basis of the Closing Statement. (c) The Seller shall prepare and will deliver to the Purchaser a statement (the “Statement”), setting forth the Net Cash as of the close of business on any objections relating to the Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes. (b) Within thirty (30) days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objectionsrelated Purchase Price adjustment, if any, as soon as practicable, but in any event not later than 30 days after the date of the delivery of the Closing Statement. The Purchaser and the Seller shall cooperate and negotiate in good faith to reconcile any disputes. In the event of any dispute or any failure to reach agreement with respect to the objections of the Seller relating to the Closing Statement (and any related Purchase Price adjustment within 30 days after the “Statement date of Objections”). If delivery by Seller to the Purchaser does not deliver a Statement of Objections to Seller within such thirty-day periodSeller's statement of objections, the Statement shall become final items in dispute (and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day periodno other items) will be submitted to, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller amount of such Statement of ObjectionsPurchase Price adjustment will be determined by, any remaining disputes shall be resolved arbitration by Ernst & Young Xxxxxx Xxxxxxxx, LLP (the “Accounting Firm”"ARBITRATOR"), certified public accountants. The Accounting Firm shall be instructed Arbitrator will deliver its written decision regarding any disputed items to resolve such disputes both parties within thirty (30) 30 days after receipt by the Accounting Firm submission of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser such dispute to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolutionArbitrator. The determination of the Accounting Firm for any item in dispute cannot Arbitrator will be in excess ofall respects final, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, binding and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based conclusive on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determinationparties hereto. (cd) Upon Net Working Capital shall be deemed to have been finally determined upon the Statement becoming first to occur of (i) acceptance of the Closing Statement, (ii) the Seller's failure to object thereto within 30 days of receipt thereof, (iii) resolution by mutual agreement of the parties after notice of a disagreement or (iv) notification by the Arbitrator of its final and binding in accordance with Section 2.04(b)determination thereof. (e) If the Final Net Working Capital Amount is greater than the Reference Net Working Capital Amount, the Initial Purchase Price shall will be increased by fifty percent (50%) of and Purchaser will pay the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to excess plus interest thereon at a rate equal to the LIBOR Rate on such excess from the Closing Date to the date of paymentpayment at a rate of interest equal to the prime rate announced by PNC Bank as in effect from time to time. If the Estimated Closing Final Net Cash exceeds Working Capital Amount is less than the Closing Reference Net CashWorking Capital Amount, the Purchase Price payable will be decreased and the Seller shall will pay to the Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to decrease plus interest thereon at a rate equal to the LIBOR Rate on such decrease from the Closing Date to the date of paymentpayment at a rate of interest equal to the prime rate announced by PNC Bank as in effect from time to time. (f) To the extent that any amounts payable under this Section 2.5 are not affected by objections of the Seller, such amounts will be paid by wire transfer of immediately available US Dollars not more than 30 days after delivery of the Closing Statement to the Seller. Any To the extent that any amounts payable under this Section 2.5 are affected by objections of the Seller, such payment hereunder shall amounts will be made in accordance with Section 9.04 within paid by wire transfer of immediately available funds not more than five (5) Business Days days after the mutual agreement of the Purchaser and the Seller or the final determination of the Statement to an account designated in writing by Purchaser or SellerArbitrator, as the case may be. The provisions of this Section 2.5 will survive the Closing.

Purchase Price Adjustment. Sellers and Buyers shall jointly, within sixty (a60) Within ninety (90) calendar days after the Closing Date, Seller shall prepare and deliver to Purchaser (i) a statement (the “Statement”), setting forth the Net Cash consolidated balance sheet of Sellers as of the close Closing Date, (ii) a consolidating balance sheet of business on Sellers as of the Closing Date, and (iii) a balance sheet of each Seller as of the Closing Date (the “"Closing Net Cash”) determined in accordance with Section 2.03Balance Sheets"). For Purchase Price adjustment considerations, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance Balance Sheets shall be prepared on a consistent basis with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, accounting practices and shall cause the Company to, assist Seller and its representatives procedures applied by Sellers in the preparation of the Statement Interim Balance Sheet and, for purposes of this Section 3.01(b), in the absence of manifest error (which shall not include --------------- any matters relating to practices and procedures applied by Sellers in preparing the Interim Balance Sheet), the only adjustments to accounting reserves and accruals reflected therein shall be those made to reflect changes in such reserves and accruals between the date of the Interim Balance Sheet and the conduct date of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to Closing Balance Sheet. In the personnel, properties and books and records event of a dispute between the parties regarding the preparation of the Company for such purposes. Closing Balance Sheets, which dispute cannot be reconciled by the mutual agreement of the parties within fifteen (b15) Within thirty (30) business days after receipt one of the Statementparties has notified the other party thereof, Purchaser the parties shall deliver to Seller together select a written statement describing its objectionsmutually acceptable Big Six public accounting firm (which shall be unrelated to, if anyand not in any manner affiliated with, to either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates, and not currently or within the Statement (two-year period employed or engaged by either Buyers or Sellers or Parent or their respective shareholders, officers, or Affiliates), which firm shall make an independent determination of the “Statement of Objections”disputed item or items consistent with the criteria set forth in this Section 3.01(b). If Purchaser does not deliver a Statement Such independent determination shall --------------- (in the absence of Objections to Seller within such thirty-day periodfraud, bad faith, undue influence, or the Statement shall become like, or manifest error) be final and binding upon the parties. If Purchaser delivers a Statement on all of Objections to Seller within such thirty-day period, and the parties cannot resolve any hereto. All fees, costs and expenses incurred in retaining such objection within independent accounting firm shall be paid in equal shares by Buyers and Sellers. Within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) calendar days after receipt by (i) the Accounting Firm completion of mutually agreed upon Closing Balance Sheets or (ii) the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by any dispute relating thereto submitted to an independent Big Six public accounting firm, whichever the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less thancase may be, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and following Purchase Price Adjustment shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.parties:

Purchase Price Adjustment. (ai) Within ninety (90) 90 days after following the Closing Date, Seller Buyer shall prepare and deliver to Purchaser Seller a statement (in its final and binding form, the “Closing Statement”) setting forth Closing Net Working Capital and Closing Subsidiary Cash and the resulting final Purchase Price as calculated with reference to such amounts and, if applicable under Section 8(e), any other components thereof (the “Final Purchase Price”), setting forth which Closing Statement shall be accompanied by a certificate of Buyer that it has complied with the Net Cash as of the close of business on the Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that covenants set forth in Section 2.03 or extend 3(b)(iv). The Closing Statement shall be prepared on a consolidated basis for Seller and the time frame Acquired Subsidiaries in which Seller must deliver accordance with GAAP Consistently Applied (except as otherwise provided in the Statement to Purchaserdefinitions of Closing Net Working Capital and Closing Subsidiary Cash). After During the 30 days immediately following Seller’s receipt of the Closing DateStatement and during the period of any dispute with respect to the Closing Statement, at Seller’s request, Purchaser shall, and (A) Buyer shall cause the Company to, assist Seller and its representatives in the preparation review of the Closing Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them with full access at all reasonable times during normal business hours to the personnelbooks, properties records (including work papers, schedules, memoranda and books other documents), facilities and records employees of Buyer for such purpose, and, without limiting the generality of the Company for such purposesforegoing, make available its employees (including employees who are knowledgeable with respect to the matters set forth in the Closing Statement and employees who were involved in the preparation of the Closing Statement) to provide explanations with respect to the Closing Statement and to assist in connection with the matters contemplated by this Section 3(b) (including any dispute relating to the Closing Statement), and (B) cooperate fully with Seller and its representatives, including the provision on a timely basis of all information necessary or useful in connection with the review of the Closing Statement. (bii) Within thirty (30) days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the The Closing Statement shall become final and binding upon the partiesparties 30 days following Seller’s receipt thereof unless Seller gives written notice of its disagreement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature and amount of any disagreement so asserted, and (B) only include disagreements based on mathematical errors or based on the Closing Statement not being prepared in accordance with this Section 3(b). If Purchaser delivers a timely Notice of Disagreement is received by Buyer, then the Closing Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10as revised in accordance with clause (x) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP or (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30y) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(abelow) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any and all differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any matters properly in dispute are finally resolved in writing by the Accounting Firm. During the 30 days immediately following the delivery of a Notice of Disagreement, Seller 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 Seller) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. At the end of such resolution30-day period, Seller and Buyer shall submit to a “big four” accounting firm for review and resolution of any and all matters (but only such matters) which remain in dispute and which were properly included in the Notice of Disagreement. The If Buyer and Seller are unable to mutually agree upon an accounting firm, Buyer and Seller shall select by lot a “big-four” accounting firm (which shall exclude Deloitte Touche Tohmatsu, Seller’s and Buyer’s regular accounting firm). Buyer and Seller shall instruct the accounting firm ultimately agreed upon or selected by lot under this Section 3(b) (the “Accounting Firm”) to, and the Accounting Firm shall, make a final determination of the items included in the Closing Statement (to the extent such amounts are in dispute) in accordance with the guidelines and procedures set forth in this Agreement. Buyer and Seller will cooperate with the Accounting Firm for during the term of its engagement. Buyer and Seller shall instruct the Accounting Firm to not, and the Accounting Firm shall not, assign a value to any item in dispute cannot be in excess of, nor less than, greater than the greatest value for such item assigned by Buyer, on the one hand, or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, on the other hand, or in less than the Statement of Objectionssmallest value for such item assigned by Buyer, in on the case of Purchaserone hand, or Seller, on the other hand. The Buyer and Seller shall also instruct the Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statementto, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash shall, make its determination based solely on presentations by Buyer and Seller which are in accordance with Section 2.03the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Closing Statement and the resulting Final Purchase Price shall become final and binding on Buyer and Seller on the date the Accounting Firm delivers its final resolution in writing to Buyer and Seller (which final resolution shall be requested by the parties to be delivered not more than 45 days following submission of such disputed matters). The fees and expenses of the Accounting Firm pursuant to this Section 3(b) shall be apportioned between borne by Seller, on the one hand, and Buyer, on the other hand, based on the ratio of the disputed amount not awarded to such party to the total amount actually disputed by the parties. For example, if the aggregate amount of the Final Purchase Price disputed by Seller is $1,000, and Purchaser if Buyer contests only $500 of the amount disputed by Seller, and if the Accounting Firm based on ultimately resolves the degree dispute by finding that Seller properly disputed $300 of the $500, then the fees and expenses of the Accounting Firm will be allocated 60% (i.e., 300÷500) to which Buyer and 40% (i.e., 200÷500) to Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (ciii) Upon If the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Estimated Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Final Purchase Price, Buyer shall, and if the Estimated Closing Net Cash. If Purchase Price is greater than the Final Purchase Price, Seller shall, within five business days after the Closing Net Cash exceeds Statement becomes final and binding on the Estimated Closing Net Cashparties, Purchaser shall pay make payment to Seller fifty percent (50%) the other party by wire transfer in immediately available funds of the amount of such excessdifference, together with a sum equivalent to interest thereon at a rate equal to 8% per annum (the LIBOR Rate “Applicable Rate”), calculated on the basis of the number of days elapsed from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds Buyer’s obligation to pay amounts under this Section 3(b)(iii) shall not be subject to offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Agreement or any agreement or document delivered in connection herewith or any right or alleged right to indemnification hereunder. (iv) Buyer agrees that following the Closing Net Cashit will not take any actions with respect to its accounting books, Seller shall pay to Purchaser fifty percent (50%) records, policies and procedures that would obstruct or prevent the preparation of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made Statement as provided in accordance with this Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be3(b).

Purchase Price Adjustment. (a) Within ninety (90) As promptly as practicable, and in any event within 45 days after Closing, the Closing Date, Seller Company shall prepare and deliver or cause to Purchaser prepared a statement (consolidated balance sheet for the “Statement”), setting forth the Net Cash Company as of the close of business on the Closing Date (the “Closing Net Cash”) as initially prepared, and as subsequently determined in accordance with this Section 2.031.4, together the "Closing Statement"). The Closing Statement shall be prepared in accordance with any supporting information that Purchaser may reasonably requestGAAP, and shall be in the form of Exhibit A to the Original Agreement. In connection The Company shall also prepare and deliver with preparing the StatementClosing Statement or cause to be prepared and delivered with the Closing Statement a written statement (as initially prepared, Seller shall have and as subsequently determined in accordance with this Section 1.4, the right, but not "Closing Schedule") calculating the obligation, to conduct, at Seller’s expense, an audit of the balance sheet total current assets of the Company as of the close of business on the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence (which shall either change the definition of Net Cash from that not take into account any matters set forth in on Section 2.03 or extend 2.2(o) of the time frame in which Seller must deliver Disclosure Schedule) MINUS the Statement to Purchaser. After total current liabilities of the Company as of the close of business on the Closing Date, at Seller’s request, Purchaser shall, and all as reflected on the Closing Statement (the "Net Working Capital"). The calculation of Net Working Capital pursuant to this Section 1.4(a) shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives not take into account (i) any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records current liability of the Company for Taxes described in Section 8.4 hereof or (ii) any excess of the Company's accounts receivable reserve over the amount of such purposesreserve as of October 31, 2001. (b) Within thirty If the Seller does not agree with the Closing Statement or Closing Schedule delivered by the Company, then the Seller shall give written notice of such disagreement to the Company (30a "Notice of Disagreement") within 30 days after receipt of delivery of the Statement, Purchaser Closing Statement and the Closing Schedule by the Company. Any Notice of Disagreement shall deliver to Seller a written statement describing its objections, if any, to specify in reasonable detail the Statement (the “Statement nature of Objections”)any disagreement so asserted. If Purchaser does not deliver a Statement no Notice of Objections to Seller Disagreement is received by the Company within such thirty30-day period, then the Closing Statement and the Closing Schedule shall become final. If a Notice of Disagreement is received by the Company within such 30-day period, the Statement Company and the Seller shall become final and binding upon seek in good faith during the parties15 days after delivery of the Notice of Disagreement to resolve any differences which they may have with respect to the matters specified in the Notice of Disagreement. If Purchaser delivers a Statement at the end of Objections to Seller within such thirty15-day period, the Company and the parties canSeller have not resolve any such objection within ten (10) Business Days after resolved all of the receipt by Seller matters raised in the Notice of such Statement of ObjectionsDisagreement, any remaining disputes the unresolved issues shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed submitted to resolve PriceWaterhouseCoopers, LLP, or if such disputes within thirty (30) days after receipt by the Accounting Firm firm declines to serve, then to another nationally recognized accounting firm selected upon mutual agreement of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b)Parties, which materials for resolution within 30 days or as soon thereafter as reasonably practicable. Such accounting firm shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the partiesdetermine, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination only with respect to the undisputed portions remaining differences so submitted, whether and to what extent, if any, the Closing Statement and/or the Closing Schedule require adjustment in order to comply with the requirements of the Statement, and no Section 1.4(a). The decision by such determination with respect to the undisputed portions of the Statement accounting firm shall be final and binding on Seller or Purchaserthe Parties. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees costs and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and such accountants shall be paid equally by the Company and the Seller. The Company and the Seller shall make available to such accounting firm all relevant books and Purchaser in accordance with records relating to the Closing Statement and the Closing Schedule and all other information reasonably requested by such determinationaccounting firm. (c) Upon final determination of the Statement becoming final Net Working Capital, either by agreement between the Company and binding the Seller or determination in accordance with Section 2.04(b)1.4(b): (i) If the Net Working Capital exceeds $26,700,000, the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser Buyer shall pay to Seller fifty percent (50%) of the an amount of equal to such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. . (ii) If the Estimated Closing Net Cash exceeds Working Capital is less than $20,000,000, the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the Buyer an amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of paymentsuch difference. Any such payment hereunder amount payable pursuant to this Section 1.4(c) shall be made in accordance with Section 9.04 paid within five (5) Business Days business days after final determination of the amounts set forth on the Closing Statement and the Closing Schedule, and, if made after the applicable due date, shall bear simple interest at an annual rate of 12%. (d) The Parties agree to allocate the Purchase Price among the Share and the Interest, and among the assets of TEC, for all purposes (including financial accounting and tax purposes) in accordance with an account designated in writing allocation schedule delivered by Purchaser or the Buyer to the Seller, as and reasonably acceptable to Seller, at least five days prior to the case may bescheduled Closing Date; PROVIDED, HOWEVER, that the portion of the Purchase Price allocated to the Share shall not be less than $9,500,000 nor more than $12,667,000.

Purchase Price Adjustment. (a) Within ninety On or prior to March 1, 1998 Seller shall determine the Tangible Net Worth (90as defined herein) days after of the Business as of the Closing Date, Seller . Buyer shall prepare and deliver to Purchaser a statement (the “Statement”), setting forth the Net Cash as review Seller's determination of the close of business on the Closing Date (the “Closing Tangible Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company Worth as of the Closing Date on or prior to March 15, 1998 and the parties shall make an adjustment to the Unadjusted Closing Payment as follows: (i) if the actual amount of the Tangible Net Worth as of the Closing Date is greater than $1,050,000, the Unadjusted Closing Payment shall be increased by the amount of such difference; or (ii) if the actual amount of the Tangible Net Worth as of the Closing Date is less than $1,050,000, the Unadjusted Closing Payment shall be decreased by the amount of such difference and, in either case, the Unadjusted Closing Payment as so adjusted shall be the "Final Closing Payment." (b) For the purposes hereof, the term "Tangible Net Worth" as used herein shall be equal to the difference between (i) the sum of Seller's cash and cash equivalents; accounts receivable; property, plant and equipment net of depreciation and amortization in accordance with generally accepted auditing standardsaccounting principles ("GAAP"), consistently applied; provided, however, that nothing in this sentence shall either change the definition and other assets exclusive of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shallintangible assets, and shall cause (ii) the Company tosum of Seller's trade accounts payable; deferred revenue (sales liability); accrued wages and payroll taxes; accrued sales taxes payable; bank revolver and term loans; long term leases; and other accrued expenses related to the Business (exclusive of shareholder loans payable; any fees due to The Mid-Atlantic Companies, assist Ltd., Xxxxxx, Xxxxx & Xxxxxx, P.C. or any other representative or agent employed by Seller in connection with the transactions contemplated hereby; and its representatives in any contribution accrued by Seller for the preparation benefit of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposesparticipant's in Seller's profit sharing plan). (b) Within thirty (30) days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.

Purchase Price Adjustment. (a) Within ninety (90) 60 days after the Closing Date, Seller the Buyer shall prepare and deliver deliver, or cause to Purchaser be prepared and delivered, to the Members Representative a net working capital statement (the “Working Capital Statement”), setting forth the calculation of the Net Cash Working Capital as of the close of business on the day prior to the Closing Date (the “Closing Net CashWorking Capital”) determined ). The Working Capital Statement must be prepared in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing GAAP applied using the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit principles of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that preparation set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposeson Schedule 2.3(a). (b) Within thirty (30) 30 days after following receipt by the Members Representative of the Working Capital Statement, Purchaser the Members Representative shall deliver to Seller a written statement describing its objections, if any, notice (an “Objection Notice”) to the Buyer of any dispute it has with respect to the preparation or content of such statement. An Objection Notice must describe in reasonable detail the items contained in the Working Capital Statement (that the “Statement of Objections”)Members Representative disputes and the basis for any such disputes. Any items not disputed in the Objection Notice will be deemed to have been accepted by the Members. If Purchaser the Members Representative does not deliver a an Objection Notice with respect to the Working Capital Statement of Objections to Seller within such thirty30-day period, the Statement shall become final such statement will be final, conclusive and binding upon on the parties. If Purchaser the Members Representative delivers a Statement of Objections to Seller within such thirty-day periodtimely Objection Notice, the Buyer and the parties cannot Members Representative shall negotiate in good faith to resolve any such objection dispute. If the Buyer and the Members Representative, notwithstanding such good faith effort, fail to resolve such dispute within ten (10) Business Days 30 days after the receipt Members Representative delivers an Objection Notice, then the Buyer and the Members Representative, jointly, shall engage the Arbitration Firm to resolve such dispute. As promptly as practicable thereafter (and, in any event, within 30 days after the Arbitration Firm’s engagement), the Members Representative shall submit any unresolved elements of its objection to the Arbitration Firm in writing (with a copy to the Buyer), supported by Seller any documents and arguments upon which it relies. As promptly as practicable thereafter (and, in any event, within 15 days following the Members Representative’s submission of such Statement unresolved elements, the Buyer shall submit its response to the Arbitration Firm (with a copy to the Members Representative) supported by any documents and arguments upon which it relies. As promptly as practicable thereafter (and, in any event, within 15 days following the Buyer’s submission of Objectionsits response to the Arbitration Firm), the Members Representative shall submit to the Arbitration Firm (with a copy to the Buyer) any remaining documents and arguments upon which the Member Representative seeks to rebut documents or arguments in the Buyer’s response. The Buyer and the Members Representative shall request that the Arbitration Firm render its reasoned, written determination within 15 days following its receipt of the Buyer’s response. The scope of the disputes shall to be resolved by Ernst & Young LLP (the “Accounting Firm”)Arbitration Firm is limited to the unresolved items on the Objection Notice. In resolving any disputed item, the Arbitration Firm may not assign a value to any item greater than the greatest value claimed for such item by either party or less than the smallest value claimed for such item by either party. The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, Buyer and the Statement, as modified by such resolution, Members Representative shall become final and binding upon share equally the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser Arbitration Firm. All determinations made by the Accounting Arbitration Firm based will be final, conclusive and binding on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determinationparties. (c) Upon 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 all 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 Working Capital Statement becoming final and binding in accordance with the resolution of any disputes under the Working Capital Statement. (d) If Closing Working Capital (as finally determined pursuant to Section 2.04(b2.3(b)) is less than (i) the Target Working Capital minus (ii) $200,000, then the Initial Purchase Price shall will be increased adjusted by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excessshortfall (the “Downward Adjustment Amount”) and the Members Representative and the Buyer shall deliver a joint written authorization to the Escrow Agent within five Business Days from the date on which Closing Working Capital is finally determined pursuant to Section 2.3(b) authorizing the Escrow Agent to release from the Escrow Amount, together with a sum equivalent to interest thereon at a rate an amount in cash equal to the LIBOR Rate from Downward Adjustment Amount. (e) If Closing Working Capital (as finally determined pursuant to Section 2.3(c)) is greater than (i) the Closing Date to Target Working Capital plus (ii) $200,000, then the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of Initial Purchase Price will be adjusted by the amount of such excess, together with a sum equivalent excess (the “Upward Adjustment Amount”) and the Buyer shall pay or cause to interest thereon at a rate equal be paid to the LIBOR Rate from Members Representative, for the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination benefit of the Statement Members, by bank wire transfer of immediately available funds to an account designated in writing by Purchaser the Members Representative, an amount in cash equal to the Upward Adjustment Amount within five Business Days from the date on which Closing Working Capital is finally determined pursuant to Section 2.3(b). In no event will the Buyer or Seller, as the case may beCompany have any responsibility or liability for the allocation of the Upward Adjustment Amount among the Members by the Members Representative or the distribution of the Upward Adjustment Amount by the Members Representative to the Members.

Purchase Price Adjustment. (a) Within ninety (90) 90 days after of the Closing DateDate (or such other date as is mutually agreed to by the parties in writing), Seller Buyer shall prepare and deliver to Purchaser Seller a written statement (the “Closing Statement”), ) setting forth the Net Cash as a calculation of the close aggregate purchase price as at the Closing Date (calculated in the same manner as the Estimated Purchase Price) (the “Closing Purchase Price”) and including (i) a calculation of business on the actual Net Working Capital as at the Closing Date (the “Closing Net Working Capital”) and (ii) the actual amount of any cash or cash equivalents and the Finished Product Cash Value held by or on behalf of the Acquired Companies at the time of Closing (the “Closing Cash”) (with each of Closing Net Working Capital and Closing Cash determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times without giving effect to the personnel, properties and books and records of the Company for such purposestransactions contemplated herein). (b) Within thirty (30) 15 days after following receipt of the Closing Statement, Purchaser Seller shall deliver to Seller a written statement describing its objections, review the Closing Statement and shall notify Buyer in writing if any, it has any objections to the Closing Statement. The notice of objection must contain a statement of the basis of the objections and each amount in dispute. Seller shall be deemed to have accepted the Closing Statement (the “Statement of Objections”). If Purchaser if it does not deliver a Statement notify in writing Buyer of Objections to Seller its objection within such thirty15-day period, the Statement which shall become then be final and binding upon the partiesparties and shall not be subject to appeal, absent manifest error. If Purchaser delivers a Statement Buyer shall provide Seller access to all accounts, documents and records relevant to Seller’s review of Objections the Closing Statement; provided that Buyer shall not be required to disclose any information to Seller within if such thirtydisclosure would, in Buyer’s sole discretion: (x) jeopardize any attorney-day periodclient or other privilege; or (y) contravene any applicable Law, and fiduciary duty or binding agreement entered into prior to the date of this Agreement. (c) If Seller disputes the Closing Statement, the parties cannot will work expeditiously and in good faith in an attempt to resolve any such objection dispute within ten (10) Business Days a further period of 15 days after the receipt date of notification by Seller to Buyer of such Statement of Objectionsdispute, any remaining disputes failing which the dispute shall be resolved submitted for determination to an independent national firm of certified public accountants mutually agreed to by Seller and Buyer (and, failing agreement between Seller and Buyer on the firm of certified public accountants within a further period of five Business Days, such independent national firm of certified public accountants shall be PricewaterhouseCoopers LLP, or if such firm is unable to act, Ernst & Young LLP (the “Accounting Firm”Young). The Accounting Firm determination of the firm of certified public accountants shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolutionparties and shall not be subject to appeal, absent manifest error. The determination firm of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement certified public accountants shall be binding on deemed to be acting as experts and not as arbitrators. (d) Seller or Purchaser. The Accounting Firm and Buyer shall be instructed to calculate Net Cash in accordance with Section 2.03. The each bear the fees and expenses of the Accounting Firm shall be apportioned between Seller their respective auditors and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser accountants, if any, in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash preparing or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Sellerreviewing, as the case may be, the Closing Statement. In the case of a dispute and the retention of a national firm of certified public accountants to determine such dispute, the costs and expenses of such firm of certified public accountants shall be borne by Buyer if such firm of certified public accountant’s findings determines that the Closing Net Working Capital is misstated by 15% or greater and shall otherwise be borne by Seller. However, Seller on the one hand and Buyer on the other hand shall each bear their own costs in presenting their respective cases to the firm of certified public accountants. (e) If the Estimated Purchase Price is greater than the Closing Purchase Price, the difference shall be paid by Seller to Buyer by wire transfer within five Business Days of the final determination of the Closing Statement. If the Closing Purchase Price is greater than the Estimated Purchase Price, Buyer shall pay the difference to Seller by wire transfer within five Business Days of the final determination of the Closing Statement. The determination and adjustment of the Purchase Price in accordance with the provisions of this Section 2.5 shall not limit or affect any other rights or causes of action any of the parties may have with respect to the representations, warranties, covenants and indemnities in its favor contained in this Agreement. (f) For purposes of this Section 2.5, “Net Working Capital” means (i) the sum of the Acquired Companies’ trade accounts receivable and employee receivables, inventory (other than Finished Product) and prepaid expenses less (ii) the sum of the Acquired Companies’ accounts payable and accrued payroll and other current liabilities (excluding any intercompany obligations and Taxes payable other than for Taxes respecting the Real Property); for greater certainty, Net Working Capital shall be calculated in the same manner and include the same categories of line items as Net Working Capital as included in the calculation of Target Net Working Capital, which calculation is set out in Section 2.5(f) of the Disclosure Letter.

Purchase Price Adjustment. (a) Within ninety (90) As promptly as practicable after the Closing, but in no event more than 60 calendar days after the Closing Date, Seller NPH shall in good faith prepare and deliver to Purchaser a statement (the “Closing Date Statement”)) containing NPH’s calculation of the actual Closing Indebtedness, setting forth actual Cash Amount, the Net Cash actual Working Capital, the actual Transaction Expenses and the components thereof and the resulting calculation of the actual Purchase Price, as of the close of business Measurement Time on the Closing Date (the “Closing Net Cash”) Date, together with reasonable supporting detail and as determined in accordance with the Accounting Principles calculated without giving effect to any purchase accounting adjustments resulting from the consummation of the transactions contemplated hereby. (b) Until such time as the Final Closing Date Statement shall become final in accordance with Section 2.032.4(c), together with any supporting information that NPH shall permit Purchaser may reasonably request. In connection with preparing the Statementand its representatives reasonable access, Seller shall have the right, but not the obligationduring normal business hours, to conduct, at Seller’s expense, an audit the Books and Records and personnel of the balance sheet each member of the Company as Group and the parties providing accounting services under the Transition Services Agreement (“Accounting Services Providers”) to aid in Purchaser’s review of the Closing Date in accordance with generally accepted auditing standardsStatement; provided, however, that nothing NPH shall not be required to provide such access or disclose such materials to the extent such access or disclosure would unreasonably interfere with the normal business or operations of NPH or the Accounting Services Providers or, as determined by counsel in this sentence good faith, (i) any such materials are subject to the terms of a non-disclosure agreement or undertaking with a third party as of the date thereof, (ii) any such materials constitute privileged attorney-client communications or attorney work product, or (iii) disclosure of any such materials would be prohibited by Law. Purchaser shall either change have the definition right to review the work papers of Net NPH and the Accounting Services Providers underlying or utilized in preparing the Closing Date Statement and the calculation of the actual Purchase Price, subject to the execution of a customary access letter, including the actual Cash from that set forth in Section 2.03 or extend Amount, the time frame in which Seller must deliver actual Working Capital, the Statement to Purchaser. After actual Closing Indebtedness, and the actual Transaction Expenses, as of the Measurement Time on the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives as set forth in the preparation Closing Date Statement to the extent reasonably necessary to verify the accuracy of the Closing Date Statement and the conduct calculation of Final Purchase Price, including the audit Final Cash Amount, the Final Working Capital, the Final Closing Indebtedness, and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposesFinal Transaction Expenses in conformity with this Agreement. (bc) Within thirty (30) 30 calendar days after its receipt of the Closing Date Statement, Purchaser shall deliver to Seller either inform NPH in writing that the Closing Date Statement is acceptable or object thereto in writing, setting forth in reasonable detail a written statement describing description of each of its objections, if any, to the Statement (the “Statement of Objections”). If Purchaser does not deliver a provide NPH with written notice of its objection to or acceptance of the Closing Date Statement, Purchaser will be deemed for all purposes to have accepted the Closing Date Statement of Objections as presented to Seller within such thirty-day period, the Statement shall become final and binding upon the partiesit. If Purchaser delivers a Statement of Objections to Seller within such thirty-day periodso objects, and the parties canPurchaser and NPH do not resolve any such objection objections on a mutually agreeable basis within ten (10) Business Days 30 calendar days after the NPH’s receipt by Seller of such Statement of Objectionsobjections, any the remaining disputes disputed items shall be resolved by Ernst & Young submitted to Deloitte LLP (“Deloitte”) or, if Deloitte is not available for such engagement or at the time of such proposed engagement is no longer independent, such other nationally recognized independent certified public accounting firm reasonably agreed to by Purchaser and NPH (Deloitte, or such other accounting firm mutually agreed to by NPH and Purchaser, the “Accounting Firm”). All such discussions between NPH and Purchaser regarding the objections (including any written materials exchanged in connection with such discussions) shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. Purchaser and NPH shall promptly execute any reasonable engagement letter requested by Accounting Firm and shall each cooperate fully with Accounting Firm, including by providing the information, data and work papers used by each Party to prepare or calculate the Closing Date Statement, so as to enable Accounting Firm to make such determination as quickly and as accurately as practicable, but shall be under no obligation to provide such information to the other party once the matter has been submitted to the Accounting Firm. If Purchaser and NPH cannot agree on an independent, nationally recognized accounting firm within 10 calendar days of determining that an Accounting Firm other than Deloitte must be appointed as contemplated above, then Purchaser and/or NPH may submit a request to JAMS (formerly known as Judicial Arbitration and Mediation Services, Inc.) requesting appointment of a nationally recognized independent certified public accounting firm to serve as Accounting Firm. Purchaser and NPH shall direct the Accounting Firm to resolve such disputed items within 30 calendar days of submission of the disputed items. Upon the agreement of Purchaser and NPH, the decision of the Accounting Firm, or if Purchaser fails to deliver an objection to NPH within the first 30-day period referred to above, then the Closing Date Statement, as the same may be adjusted as a result of agreement of the Parties or the decision of the Accounting Firm (the “Final Closing Date Statement”), shall be final, conclusive, and binding against the Parties hereto including the calculation of the Closing Indebtedness (“Final Closing Indebtedness”), the Cash Amount (“Final Cash Amount”), the Working Capital (which, for the avoidance of doubt, is calculated after taking into account the transactions contemplated by the Transaction Documents, as of the end of the Closing Date) (“Final Working Capital”), the Transaction Expenses (the “Final Transaction Expenses”) and the resulting Final Purchase Price set forth therein. No adjustment shall occur (i) as a result of the actual cost of repairs to the Statia Facility exceeding the mutually agreed upon Repair Budget or (ii) in respect of costs relating to the excess water referred to in the definition of Water Removal Cost exceeding the mutually agreed upon Water Removal Cost. (d) In resolving any disputed item, the Accounting Firm (i) shall be bound by the provisions of this Section 2.4 and the other terms, provisions, and definitions set forth in this Agreement, (ii) shall not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by NPH or Purchaser, (iii) shall limit its decision to such items as are in dispute, and (iv) shall make its determination based solely on written presentations by NPH and Purchaser that are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of independent review). The fees, costs and expenses of the Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt allocated by the Accounting Firm between Sellers, on the one hand, and Purchaser, on the other hand, in the same proportion that the aggregate amount of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser disputed items so submitted to the Accounting Firm within are unsuccessfully disputed by each such Party (as finally determined by the Accounting Firm) bears to the total amount of such disputed items so disputed. (e) Within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash Final Purchase Price in accordance with this Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination.2.4: (ci) Upon in the Statement becoming final and binding in accordance with Section 2.04(b), event that the Initial Final Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net CashPurchase Price, Purchaser shall pay deliver, or cause to Seller fifty percent (50%) be delivered, to NPH, by wire transfer of the immediately available funds, payment in an amount of such excess, together with a sum equivalent to interest thereon at a rate equal to (x) the LIBOR Rate from Final Purchase Price, minus (y) the Closing Date Estimated Purchase Price; (ii) in the event that the Estimated Purchase Price exceeds the Final Purchase Price, then NPH shall deliver, or cause to be delivered, to Purchaser, by wire transfer of immediately available funds, an amount equal to (x) the Estimated Purchase Price, minus (y) the Final Purchase Price. Any payments made pursuant to this Section 2.4(e) shall be deemed an adjustment to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may bePurchase Price.

Purchase Price Adjustment. (a) Within ninety (90) days after As of the Closing Effective Date, Seller the Purchase Price shall prepare and deliver to Purchaser be increased or decreased, as the case may be, on a statement dollar-for-dollar basis by the amount by which the Assumed Current Liabilities is greater or less than $1,500,000 (the “StatementLiabilities Target”), setting forth the Net Cash as of the close of business on the Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in no event shall there be any adjustment pursuant to this Section 3.2 resulting from reserves for bad debt, inventory obsolescence, and/or contractual allowances. (b) The Purchase Price shall be subject to adjustment, if any, as specified in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement 3.2(b). (i) At least two Business Days prior to Purchaser. After the Closing Date, at Sellerthe Representative shall deliver to Buyer a statement of Assumed Current Liabilities as of the Effective Date (the “Initial Draft Assumed Liabilities Closing Statement”) prepared by Sellers. The Initial Draft Assumed Liabilities Closing Statement shall be prepared in conformity with the definition of Assumed Current Liabilities and in accordance with the calculations set forth on Schedule 3.2(b). (ii) As soon as practicable following the Closing, with the assistance of the Company’s requestaccountants, Purchaser shallBuyer shall prepare a statement of Assumed Current Liabilities as of the Effective Date (the “Second Draft Assumed Liabilities Closing Statement”). The Second Draft Assumed Liabilities Closing Statement shall be prepared in conformity with the definition of Assumed Current Liabilities and in accordance with the calculations set forth on Schedule 3.2(b). Buyer shall deliver the Second Draft Assumed Liabilities Closing Statement to the Representative not later than 90 calendar days following the Closing Date. (iii) The Second Draft Assumed Liabilities Closing Statement shall be final and binding upon the Parties, and shall cause be deemed to be the Company toAssumed Liabilities Closing Statement, assist Seller and its representatives in the preparation (as defined below) unless, within 30 calendar days after receipt of the Second Draft Assumed Liabilities Closing Statement from Buyer, the Representative shall provide to Buyer a report indicating its objections to the Second Draft Assumed Liabilities Closing Statement. Any such objections shall be set forth in reasonable detail in a report (the “Representative’s Report”) that shall indicate the grounds upon which the Representative disputes that the Second Draft Assumed Liabilities Closing Statement has been prepared in accordance with the requirements of this Agreement. Buyer shall provide to the Representative reasonable access (at such time as reasonably agreed to between Buyer and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times Representative), during normal business hours, to the personnel, properties and books and records of the Company for and to the Company’s personnel and accountants in connection with the Representative’s preparation of the Representative’s Report, provided that the Representative shall not interfere with the Business in the exercise of such purposesright. (biv) Within thirty 15 calendar days after the receipt by Buyer of the Representative’s Report, the Representative and Buyer shall endeavor in good faith to agree on any matters in dispute. (30v) If Buyer and the Representative are unable to agree on any matters in dispute within 15 calendar days after receipt by Buyer of the StatementRepresentative’s Report, Purchaser shall deliver to Seller a written statement describing its objections, if any, the matters in dispute will be submitted for resolution to the Statement office of Ernst & Young located in Boston, Massachusetts or such other independent accounting firm of regional or national reputation as may be mutually acceptable to Buyer and the Representative (the “Statement of ObjectionsIndependent Accounting Firm”). If Purchaser does not deliver , which Independent Accounting Firm shall, within 30 calendar days after such submission, determine and issue a Statement of Objections written report to Seller within the Representative and Buyer regarding, such thirty-day perioddisputed items, the Statement which written report shall become be final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”)Parties. The Representative and Buyer shall cooperate with each other and each other’s representatives to enable the Independent Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, render a written report as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03promptly as possible. The fees and expenses of the Independent Accounting Firm shall be apportioned between Seller borne equally by Buyer, on the one hand, and Purchaser by Sellers, on the other hand, with one Party reimbursing the other, if necessary, following such determination. In acting under this Agreement, the Independent Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller entitled to the privileges and Purchaser in accordance with such determinationimmunities of arbitrators. (cvi) Upon The statement of Assumed Current Liabilities incorporating the Statement becoming final and binding resolution of matters in accordance dispute with respect to Assumed Current Liabilities (or, if a Representative’s Report is not provided within the time prescribed in Section 2.04(b3.2(b)(iii), the Initial Second Draft Assumed Liabilities Closing Statement) is referred to as the “Assumed Liabilities Closing Statement.” The Assumed Liabilities Closing Statement shall be final, binding and conclusive on the Parties. (vii) If the Assumed Current Liabilities calculated by reference to the Assumed Liabilities Closing Statement (the “Final Assumed Current Liabilities”) are less than the Liabilities Target, the Purchase Price shall be increased on a dollar-for-dollar basis by fifty percent an amount equal to such shortfall (50%) the “Assumed Liabilities Shortfall”). In such event, Buyer shall pay to Sellers the amount of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net CashAssumed Liabilities Shortfall. If the Closing Net Cash exceeds Final Assumed Current Liabilities are greater than the Estimated Closing Net CashLiabilities Target, Purchaser the Purchase Price shall be decreased on a dollar-for-dollar basis by an amount equal to such surplus (the “Assumed Liabilities Surplus”). In such event, Sellers shall pay to Seller fifty percent (50%) of Buyer the amount of such excess, together with a sum equivalent the Assumed Liabilities Surplus. (viii) Any payment of Assumed Liabilities Surplus to interest thereon at a rate equal be made by Sellers pursuant to the LIBOR Rate from the Closing Date to Section 3.2(b)(vii) shall be paid by Sellers in cash within ten calendar days after the date of payment. If receipt by Buyer and the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) Representative of the amount Assumed Liabilities Closing Statement as finally established pursuant to this Section 3.2. Any payment of such excess, together with a sum equivalent Assumed Liabilities Shortfall to interest thereon at a rate equal be made by Buyer pursuant to the LIBOR Rate from the Closing Date to Section 3.2(b)(vii) shall be paid in cash within ten calendar days after the date of paymentreceipt by Buyer and the Representative of the Assumed Liabilities Closing Statement as finally established pursuant to this Section 3.2. Any such payment hereunder If applicable, all payments shall be made to Sellers on a pro rata basis in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.Schedule A.

Purchase Price Adjustment. (aA) Within ninety (90) days after the Closing Date, Seller shall prepare and deliver to Purchaser a statement (the “Statement”), setting forth the Net Cash As soon as of the close of business on the Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the rightpracticable, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes. (b) Within no event later than thirty (30) days after receipt following the Closing, Seller shall prepare a balance sheet of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to Business as of the Statement Closing (the “Statement Closing Balance Sheet”) and a calculation of Objections”). If Purchaser does not deliver a Statement the Working Capital of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon Business as of the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and Closing based on the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP Closing Balance Sheet (the “Accounting FirmClosing Working Capital” and, together with the Closing Balance Sheet, the “Closing Financial Data”). The Accounting Firm Closing Balance Sheet shall be instructed prepared in accordance with GAAP, consistently applied with the manner in which Seller’s Most Recent Financial Statements were prepared. (B) Seller shall deliver a copy of the Closing Financial Data to resolve such disputes Buyer promptly after it has been prepared. After receipt of the Closing Financial Data, Buyer shall have fifteen (15) days to review the Closing Financial Data. Buyer and its authorized representatives shall have reasonable access during normal business hours to all relevant books and records of Seller to the extent required to complete their review of the Closing Financial Data. Unless Buyer delivers written notice to Seller on or prior to the thirtieth (30th) day after Buyer’s receipt of the Closing Financial Data specifying in reasonable detail the amount, nature and basis of all disputed items, Buyer shall be deemed to have accepted and agreed to the calculation of the Closing Working Capital. If Buyer timely notifies Seller of its objection to the calculation of the Closing Working Capital as described above, Seller and Buyer shall, within thirty (30) days after receipt (or such longer period as the Parties may agree in writing) following such notice (the “Resolution Period”), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (C) If, at the Accounting Firm conclusion of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b)Resolution Period, which materials there are any amounts remaining in dispute, then such amounts remaining in dispute shall be delivered submitted to a firm of nationally recognized independent certified public accountants (the “Neutral Auditors”) selected by Seller and Purchaser to the Accounting Firm Buyer within five ten (510) Business Days following days after the expiration of the ten (10) Business Day period referenced in Resolution Period. If Seller and Buyer are unable to agree on the preceding sentenceNeutral Auditors, then each of Seller and Buyer shall have the right to request the office of the American Arbitration Association to appoint the Neutral Auditors, which Neutral Auditors shall not have had a material relationship with Seller, Buyer or any of their respective Affiliates within the past two years. The resolution Each of disputes Seller and Buyer agree to execute, if requested by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the partiesNeutral Auditors, and the Statementa reasonable engagement letter, as modified by such resolution, shall become final and binding upon the date of such resolutionincluding customary indemnities. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The All fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal relating to the LIBOR Rate from the Closing Date work, if any, to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.performed by

Purchase Price Adjustment. Within sixty (a) Within ninety (9060) days after following the Closing Date, Seller Buyer shall prepare and deliver to Purchaser Seller a statement (the “Closing Statement”), ) setting forth the Net Cash as Buyer’s calculation (together with reasonable supporting detail of each such calculation) of the close of business on the Closing Date (the “Cash, Closing Net Cash”) determined Working Capital and the resulting Final Purchase Price. The Closing Statement shall be prepared in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably requestthe definitions in this Agreement. In connection with preparing During the Statement, Seller shall have the right, but not the obligation, to conduct, at sixty (60) days immediately following Seller’s expense, an audit of the balance sheet of the Company as receipt of the Closing Date in accordance Statement and any period of dispute thereafter with generally accepted auditing standards; providedrespect to such Closing Statement, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser Buyer shall, and shall cause the Company and its Subsidiaries to, (a) assist Seller and its representatives in the preparation review of the Closing Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them Representatives with reasonable access at all reasonable times during normal business hours to the personnelbooks, properties records (including work papers, schedules, memoranda and other documents, and the right to make copies of such books and records records), supporting data, facilities and employees of the Company and its Subsidiaries for such purposes. purposes of their review of the Closing Statement, and (b) Within thirty (30) days after receipt cooperate with Seller and its Representatives in connection with such review, including by providing on a timely basis material other information necessary or useful in connection with the review of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, Closing Statement and access to the Company’s and its Subsidiaries’ accountants and advisors. The Closing Statement (including the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day periodClosing Cash, the Statement Closing Net Working Capital and Final Purchase Price set forth thereon) shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten Parties sixty (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (3060) days after following Seller’s receipt by thereof unless Seller gives written notice of its disagreement containing particulars of specific items objected to (a “Notice of Disagreement”) to Buyer prior to such date; provided that the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials Closing Statement shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall alternatively become final and binding upon the date Parties upon Seller’s delivery, prior to the expiration of such resolution. The determination sixty (60)-day period, of written notice to Buyer of its acceptance of the Accounting Firm for any item Closing Statement delivered by Buyer. Any Notice of Disagreement shall specify in dispute cannot be in excess of, nor less than, reasonable detail the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, nature and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may beany disagreement so asserted.

Purchase Price Adjustment. (a) Within ninety The Initial Purchase Price shall be subject to adjustment as set forth in this Section 3.5 (90) the "Purchase Price Adjustment"). As promptly as practicable, but in no event later than 45 days after the Closing Date, Seller Sellers shall prepare and deliver to Purchaser a statement schedule (the “Statement”"Sellers' Closing Schedule"), prepared in accordance with the Accounting Principles and certified by HLI Opco's Chief Financial Officer, setting forth the Net Cash as in reasonable detail Sellers' calculation of the close of business on the Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company Working Capital as of the Closing Date ("Closing Working Capital"). Purchaser will give Sellers and their representatives reasonable access, during the normal business hours of Purchaser, to all personnel, books and records (including bank statements, collection information and other accounts receivable information) of the Companies as reasonably requested by Sellers to assist them in their preparation of Sellers' Closing Schedule. As promptly as practicable, but in no event later than 60 days after its receipt of the Sellers' Closing Schedule (subject to an automatic 30-day extension, if requested by the Purchaser), Purchaser shall engage Ernst & Young LLP to audit the Closing Working Capital. Sellers will give Purchaser and its representatives reasonable access, during the normal business hours of Sellers, to all personnel, books and records (including bank statements, collection information and other accounts receivable information) of the Sellers (to the extent relevant to the Companies) and the Companies (to the extent retained by Sellers after the Closing Date) as reasonably requested by Purchaser to assist it in its audit of the Closing Working Capital. No later than the last day of such 60-day or 90-day period, as applicable, Purchaser shall prepare and deliver to Sellers a schedule ("Purchaser's Closing Schedule"), prepared in accordance with generally accepted auditing standards; providedthe Accounting Principles, howeversetting forth in reasonable detail Purchaser's calculation of Closing Working Capital and certified by Ernst & Young LLP. Purchaser shall cause Ernst & Young LLP to allow Sellers access to any work papers used in connection with the audit of the Closing Working Capital at the offices of Ernst & Young LLP, that nothing in this sentence subject to Sellers having entered into a customary agreement with Ernst & Young LLP regarding the use of such work papers, the confidentiality thereof and similar matters. Sellers shall either change promptly reimburse Purchaser for one half of the definition reasonable and customary costs, fees and expenses of Net Cash from that Ernst & Young LLP's audit of the Closing Working Capital paid by Purchaser. If the Closing Working Capital shown on Purchaser's Closing Schedule is the same, or greater than, Sellers' calculation of Closing Working Capital as set forth in Section 2.03 or extend Sellers' Closing Schedule, the time frame in which Seller must deliver Purchaser's calculation thereof shall be the Statement to Purchaser. After "Final Working Capital." If the Closing DateWorking Capital shown on Purchaser's Closing Schedule is less than Sellers' calculation of Closing Working Capital as set forth in Sellers' Closing Schedule, at Seller’s request, Purchaser's Closing Schedule shall be deemed written notice ("Purchaser's Dispute Notice") that Purchaser shall, and shall cause the Company to, assist Seller and its representatives disagrees with Sellers' calculation of Closing Working Capital as set forth in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposesSellers' Closing Schedule. (b) Within thirty Upon receipt by (30or deemed notice to) Sellers of Purchaser's Dispute Notice, Sellers and Purchaser shall negotiate in good faith to resolve any disagreement with respect to Closing Working Capital. To the extent Purchaser and Sellers are unable to agree with respect to Closing Working Capital within 30 days after receipt by (or deemed notice to) Sellers of Purchaser's Dispute Notice and the Statementparties have not mutually agreed to extend such deadline, Purchaser and Sellers shall deliver to Seller promptly select a written statement describing its objectionsmutually acceptable, if any, to the Statement nationally recognized independent accounting firm (the “Statement "Accounting Firm") with no material relationship to Purchaser or Sellers or any of Objections”)their respective Affiliates and submit their dispute to such accounting firm for a binding resolution. If Purchaser does not deliver a Statement of Objections to Seller If, within 10 days after such thirty30-day period, the Statement shall become final Purchaser and binding Sellers are not able to agree upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “an Accounting Firm”). The , upon demand of either Purchaser or Sellers, the appointment of an Accounting Firm shall will be instructed finally determined by binding arbitration in Detroit, Michigan by a single arbitrator pursuant to resolve such disputes within thirty (30) days after receipt by the Accounting Firm Expedited Procedures of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration Commercial Arbitration Rules of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03American Arbitration Association. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and arbitrator shall be paid one-half by Seller Sellers and Purchaser in accordance with such determinationone-half by Purchaser. (c) Upon Not later than 30 days after the Statement becoming engagement of the Accounting Firm (as evidenced by its written acceptance by facsimile or otherwise to the parties), Sellers and Purchaser shall submit simultaneous briefs to the Accounting Firm (with a copy to the other party) setting forth their respective positions regarding the issues in dispute, which disputes shall be limited to the discrepancies between the Sellers' Closing Schedule and the Purchaser's Dispute Notice. If additional briefing, a hearing, or other information is required by the Accounting Firm, the Accounting Firm shall give notice thereof to the parties as soon as practicable within 5 days after the expiration of such 30-day period, and the parties shall promptly respond with a view to minimizing any delay in the decision date. Sellers and Purchaser shall instruct the Accounting Firm to render its decision resolving the dispute within 30 days after submission of the reply briefs or, in the event additional information or a hearing is required, within 30 days after the submission of such additional information or the completion of such hearing, as the case may be. The determination of the Accounting Firm with respect to Closing Working Capital cannot, however, be in excess of the calculation of Closing Working Capital set forth in the Sellers' Closing Schedule nor less than the calculation of Closing Working Capital set forth in the Purchaser's Dispute Notice. Closing Working Capital, as agreed upon by Sellers and Purchaser, as determined pursuant to the second to last sentence of Section 3.5(a), or as determined by the Accounting Firm in accordance with this Section 3.5(c), shall be final and binding in accordance with Section 2.04(b), on all parties hereto and shall be referred to herein as the Initial "Final Closing Working Capital." (d) The Purchase Price Adjustment shall be increased by fifty percent made as follows: (50%i) of the amount by which if the Closing Net Cash exceeds Working Capital set forth in the Estimated Sellers' Closing Net Cash or decreased by fifty percent Schedule is greater than $12,400,000 (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash"Base Amount"), Purchaser shall pay to Seller fifty percent (50%) Sellers 60% of the amount of such excess; subject, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from if the Closing Date occurs on the last day of a calendar month, to the date a maximum amount of payment. If the Estimated Closing Net Cash exceeds $3,000,000; (ii) if a Purchaser's Dispute Notice has been delivered and (x) the Closing Net CashWorking Capital as set forth therein is greater than the Base Amount, Seller Purchaser shall pay to Purchaser fifty percent (50%) of Sellers the amount of such excess, together with a sum equivalent less the amount of any payment made by Purchaser pursuant to interest thereon at a rate equal clause (i) of this Section 3.5(d) or (y) if the Base Amount is greater than the Closing Working Capital set forth in the Sellers' Closing Schedule, Sellers shall pay to Purchaser the LIBOR Rate from amount of such excess; (iii) if the Final Closing Working Capital is greater than the Base Amount, Purchaser shall pay to Sellers the amount of such excess, less the amount of any payment(s) made by Purchaser pursuant to clauses (i) and (ii)(x) of this Section 3.5(d), or (ii) if the Base Amount is greater than the Final Closing Working Capital, Sellers shall pay to Purchaser the amount of such excess, less the amount of any payment made by Sellers pursuant to clause (ii)(y) of this Section 3.5(d); and (iv) Purchaser and Sellers agree that (x) if the Closing Date occurs on the last day of a calendar month, Purchaser's aggregate payment obligations under Sections 3.5(d)(i), (ii) and (iii) shall not exceed a maximum amount of $5,000,000 and (y) any payment required to the date of payment. Any such payment hereunder be made pursuant to Section 3.5(d)(i) shall be made in accordance with Section 9.04 within five (5) Business Days after the delivery of Sellers' Closing Schedule, any payment required to be made pursuant to Section 3.5(d)(ii) shall be made within five Business Days after the delivery of Purchaser's Dispute Notice and that any payment required to be made pursuant to Section 3.5(d)(iii) shall be made within five Business Days after the Purchase Price Adjustment becomes final determination and binding on the parties hereto, in each case, by wire transfer of the Statement federal or other immediately available funds to an account or accounts designated in writing by Purchaser Sellers or SellerPurchaser, as the case may be, to the other party, as applicable. (e) The parties agree that the Purchase Price Adjustment contemplated by this Section 3.5 is intended to adjust the Purchase Price for changes in Working Capital from the Base Amount and that such changes may be measured only if the calculation is performed in accordance with (i) the procedures set forth in this Section 3.5 and the definition of Working Capital and (ii) the Accounting Principles. Notwithstanding anything contained herein to the contrary, in the event of any conflict between the requirements of GAAP, and the Accounting Principles used in connection with the preparation of the Balance Sheet and as used in determining the Base Amount, the calculation of which is set forth in Exhibit A, the Accounting Principles shall control. (f) Purchaser and each Seller agrees that, following the Closing through the date on which the Final Closing Working Capital becomes final and binding, it shall not, and, in the case of the Purchaser, will cause each of the Companies not to, take any actions with respect to any accounting books, records, policies or procedures on which the Final Closing Working Capital is to be based that would make it impossible or impracticable to calculate the Final Closing Working Capital in the manner and utilizing the methods required hereby. (g) Any Mexican Peso denominated amounts that are used to determine the Final Closing Working Capital shall be converted to U.S. dollars for such purpose at the interbank exchange rate on the Closing Date, as reported and published by The Wall Street Journal on such date.

Purchase Price Adjustment. (a) Within ninety (90) As soon as practicable, but in no event later than 60 days after following the Closing Valuation Date, Seller Sellers shall prepare and deliver to Purchaser a statement (of adjusted working capital of the “Statement”), setting forth the Net Cash Business as of the close Valuation Date (including the notes thereto, the "Valuation Date Statement"). The Valuation Date Statement shall present the net amount of business the current assets of the Business that are Purchased Assets less the current liabilities of the Business that are Assumed Liabilities plus, from the Financial Statements Date to the Valuation Date, the investment in fixed assets (other than investments resulting from the purchase of (A) assets subject to capitalized leases on the Closing books of Sellers or (B) production equipment under operating leases) less (i) the net proceeds from the disposal of any fixed assets of the Business and (ii) the replacement cost of any fixed assets of the Business included in the Purchased Assets that, from the Financial Statements Date to the Valuation Date, are lost, damaged beyond repair or destroyed (the “Closing "Net Cash”Working Capital Amount") determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause be prepared with respect to such items on a basis consistent with the Company toFinancial Statements. Notwithstanding the foregoing, assist Seller and its representatives the Valuation Date Statement shall not include any interest-bearing debt, any capitalized lease on the books of Sellers or any operating lease of production equipment providing for annual lease payments in the preparation excess of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes$100,000. (b) Within thirty (30) days after receipt During the preparation of the StatementValuation Date Statement and the period of any dispute within the contemplation of this Section 3.2, Purchaser Buyer shall deliver to Seller a written statement describing its objections, if any, (i) provide Sellers and Sellers' authorized representatives with access to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day periodbooks, the Statement shall become final records, facilities, employees and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm accountants of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.Business,

Purchase Price Adjustment. (a) Within ninety seventy-five (9075) days after the Closing Date, Seller shall prepare and deliver PricewaterhouseCoopers LLP, on behalf of Seller, will prepare, or cause to Purchaser be prepared, a statement of net assets (the “"Closing Statement”), setting forth ") containing a calculation of the Net Cash net assets of the Compression Services Business as of the close of business on the Closing Date (the “Closing "Net Cash”) determined Assets Amount"). For the purposes of the calculation referred to in accordance with Section 2.03the immediately preceding sentence, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statementnet assets of the Compression Services Business shall include, Seller shall have among other things, cash and marketable securities in the rightTransferred Subsidiaries, but shall not the obligation, include amounts due to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash and from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives affiliates other than as a result of trade receivables and trade payables. Buyer will assist and cooperate with Seller in the preparation of the Statement and the conduct of the audit and shall provide Closing Statement, including by providing Seller and its representatives any information reasonably requested and shall provide them accountants access at all reasonable times to the personnel, properties and books and records relating to the Compression Services Business and to any other information necessary to prepare the Closing Statement. The Closing Statement shall be prepared in conformity with GAAP (as defined in Section 2.5), applied on a basis consistent with the 1999 Statement of the Company for such purposesNet Assets (as defined in Section 2.5). (b) Within thirty Buyer shall, within forty-five (3045) days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt delivery by Seller of the Closing Statement and calculation of the Net Assets Amount, complete its review of the Closing Statement and the calculation of such Statement Net Assets Amount. In the event that Buyer determines that the Net Assets Amount has not been determined on a basis consistent with the requirements of ObjectionsSection 1.11(a), any remaining disputes Buyer shall inform Seller in writing (the "Objection"), setting forth a specific description of the basis of the Objection, the adjustments to the Net Assets Amount which Buyer believes should be made, and Buyer's calculation of the Net Assets Amount on or before the last day of such 45-day period and Buyer shall be resolved by Ernst & Young LLP (deemed to have accepted any items not disputed in the “Accounting Firm”)Objection. The Accounting Firm Failure to so notify Seller shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm constitute acceptance and approval of Seller's calculation of the materials delivered by Net Assets Amount. Seller shall then have 30 days from the date it receives the Objection to Purchaser pursuant to Section 2.04(a) review and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser respond to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net CashObjection. If the Closing Net Cash exceeds Assets Amount calculated by Buyer and the Estimated Closing Net CashAssets Amount calculated by Seller are both less than sixty-nine million eight hundred eighty-three thousand dollars ($69,883,000) (the "Base Amount"), Purchaser Seller shall pay an amount equal to Seller fifty percent the sum of (50%x) of the amount of such excess, together with a sum equivalent the deficiency between the Base Amount and the Net Assets Amount calculated by Seller plus (y) interest computed at the rate declared from time to interest thereon at a rate equal to time by The Chase Manhattan Bank as its "prime rate" (the LIBOR Rate "Prime Rate") for the period from the Closing Date to the date of paymentsuch payment on the deficiency amount, in immediately available funds or, at the option of Seller, by paying 50% of such deficiency amount in immediately available funds and 50% of such deficiency amount by delivering shares of Hanover Stock to Buyer with an aggregate value (based on the value used in the determination of the Stock Purchase Price pursuant to Section 1.7) equal to 50% of such deficiency amount within 3 business days of Seller's receipt of Buyer's Objection. If the Estimated Closing Net Cash exceeds Assets Amount calculated by Buyer and the Closing Net CashAssets Amount calculated by Seller are both greater than the Base Amount, Seller Buyer shall pay an amount equal to Purchaser fifty percent the sum of (50%1) of the amount of such excess, together with a sum equivalent to the excess of the Net Assets Amount calculated by Buyer over the Base Amount plus (2) interest thereon computed at a rate equal to the LIBOR Prime Rate for the period from the Closing Date to the date of payment. Any such payment hereunder on the excess amount, in immediately available funds to Seller within 3 business days of Seller's receipt of Buyer's Objection. Seller shall then have 30 days from the date it receives the Objection to review and respond to the Objection. If Seller and Buyer are unable to resolve all of their disagreements with respect to the determination of the foregoing items within 30 days following the completion of Seller's review of the Objection, after having used their good faith efforts to reach a resolution, they shall refer their remaining differences to the CPA Firm, who shall, acting as experts in accounting and not as arbitrators, determine on a basis consistent with the requirements of Section 1.11(a), and only with respect to the specific remaining accounting related differences so submitted, whether and to what extent, if any, the Net Assets Amount requires adjustment. Seller and Buyer shall request the CPA Firm to use its best efforts to render its determination within 45 days. The CPA Firm's determination shall be made conclusive and binding upon Seller and Buyer. Seller and Buyer shall make reasonably available to the CPA Firm all relevant books and records, any work papers (including those of the parties' respective accountants) and supporting documentation relating to the Closing Statement, the calculation of the Net Assets Amount and all other items reasonably requested by the CPA Firm. The applicable Net Assets Amount (the "Final Net Assets Amount") shall ultimately be equal to (i) the Net Assets Amount in the event that (x) no Objection is delivered to Seller during the 45-day period specified above, or (y) Seller and Buyer so agree, (ii) the applicable Net Assets Amount, adjusted in accordance with Section 9.04 the Objection in the event that Seller does not respond to the Objection within five (5) Business Days after final determination the 30-day period following receipt by Seller of the Statement Objection, or (iii) the applicable Net Assets Amount, as adjusted by either (x) the agreement of Seller and Buyer or (y) the CPA Firm. All fees and disbursements of the CPA Firm, if any, shall be shared equally by Seller and Buyer. (c) If the Final Net Assets Amount is less than the Base Amount, Seller shall pay an amount equal to an account designated the difference of (x) the amount of such deficiency minus (y) any amounts paid by Seller to Buyer pursuant to Section 1.11(b)(x) (such difference, the "Remaining Deficiency Amount"), plus (z) interest computed at the Prime Rate for the period from the Closing Date to the date of such payment on the Remaining Deficiency Amount, in writing by Purchaser or immediately available funds or, at the option of Seller, as the case may be.by paying 50% of such Remaining Deficiency Amount

Purchase Price Adjustment. 5.3.1. Within thirty (a) Within ninety (9030) days after the Closing Date, Seller Buyer shall prepare and deliver to Purchaser Seller a statement (the “Statement”), setting forth the Net Cash Buyer’s calculation, as of the close Closing Date, of business on that portion of the Closing Date Inventory which consists of finished goods (the “Closing Net CashInventory”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date prepared in accordance with generally accepted auditing standards; provided(i.e., however, that nothing in this sentence GAAP) inventory valuation principles and methodologies. Seller shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes. have ten (b) Within thirty (3010) days after receipt of Xxxxx’s Closing Inventory calculation to notify Buyer of any disputes regarding the StatementClosing Inventory calculation. During the 10-day review period, Purchaser Seller shall deliver have full access to Seller a written statement describing its objections, if any, Xxxxx’s work papers and to the Statement (persons who prepared the “Statement of Objections”)Closing Inventory calculation. If Purchaser does not deliver a Statement Seller notifies Buyer of Objections any good faith disputes in accordance with this Section 5.3.1, then the Parties will negotiate in good faith in an effort to Seller within such thirty-day period, the Statement shall become final and binding upon the partiesresolve those disputes. If Purchaser delivers a Statement of Objections the Parties are unable to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes dispute within thirty (30) days after receipt by Xxxxx receives notice, then either party may submit that dispute for resolution to an accountant with an independent accounting firm of recognized national or regional standing mutually acceptable to Buyer and Seller and, unless the Accounting Firm parties otherwise agree, which accountant is not then providing, and has not provided at any time during the period commencing two years prior to the Closing Date through the date of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller its determination pursuant to this Section 2.04(b)5.3.1, which materials shall be delivered by Seller and Purchaser services to the Accounting Firm within five (5) Business Days following the expiration any of the ten (10) Business Day period referenced in the preceding sentenceBuyer, Seller, or any of their respective Affiliates. The resolution of disputes any dispute by the Accounting Firm that accounting firm shall be set forth in writing rendered within thirty (30) days after submission of the dispute to the accounting firm and shall be conclusive and binding upon the parties, Parties. The substantially non-prevailing Party shall be responsible for the fees and costs of the Statementaccounting firm. 5.3.2. If the Closing Inventory, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash determined in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b)5.3.1 above, the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net CashInventory, then Seller shall pay to Buyer the amount of the deficiency. If the Closing Net Cash Inventory, as determined in accordance with Section 5.3.1, exceeds the Estimated Closing Net CashInventory, Purchaser then Buyer shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of paymentexcess amount. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder All payments under this subsection shall be made within ten (10) days (1) after conclusion of the 10-day review period described in accordance with Section 9.04 within five 5.3.1 or, (52) Business Days if Seller notifies Buyer of a dispute under Section 5.3.1, after final determination resolution of the Statement to an account designated in writing by Purchaser or Sellerany disputes under Section 5.3.1. For purposes of this Section 5.3.2, as the case may be.“

Purchase Price Adjustment. (a) Within ninety sixty (9060) days after the Closing Date, Seller Purchaser shall prepare and deliver to Purchaser Seller a statement (the “Closing Statement”), ) setting forth the Net Cash as Purchaser's good faith determination of the close of business on the Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit individual elements of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that Purchase Price set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shalldefinition thereof, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposesfinal Purchase Price resulting therefrom as proposed by Purchaser. (b) Within Unless Seller, within thirty (30) days after receipt of the StatementClosing Statement gives Purchaser a notice objecting thereto (“Notice of Objection”), such Closing Statement and the final Purchase Price resulting therefrom shall be binding upon Purchaser and Seller. Any Notice of Objection shall deliver to Seller specify in reasonable detail the nature and amount of any disagreement so asserted. If a written statement describing its objectionstimely Notice of Objection is given, if any, to then the Closing Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Statement as revised in accordance with clause (1) or (2) below) shall become final and binding upon the partiesparties on the earlier of (1) the date Seller and Purchaser resolve in writing any differences they have with respect to any matter specified in the Notice of Objection and (2) the date any matters in dispute are finally resolved in writing by the Accounting Firm. If During the thirty (30) days immediately following the delivery of a Notice of Objection, Seller and Purchaser delivers a Statement 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 Objections Objection. During any period of dispute, Seller shall have full access during reasonable business hours and upon written notice to Seller within the working papers and records of Purchaser, the Company, the Subsidiaries of the Company and their respective representatives relating to the matters described in the Notice of Objection. At the end of such thirty-day period, Seller and Purchaser shall submit to the parties cannot Accounting Firm for review and resolution any and all matters (but only such matters) which remain in dispute and which were included in the Notice of Objection. Purchaser and Seller shall instruct the Accounting Firm to review and resolve any and all matters (but only such objection within ten matters) which remain in dispute and which were included in the Notice of Objection. Purchaser and Seller shall instruct the Accounting Firm to make a final determination of the items included in the Closing Statement (10to the extent such amounts are in dispute) Business Days after in accordance with the receipt by guidelines and procedures set forth in this Agreement. Purchaser and Seller shall cooperate with the Accounting Firm during the term of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”)its engagement. The Accounting Firm shall not assign a value to any item in dispute greater than the greatest value for such item assigned by Purchaser, on the one hand, or Seller, on the other hand, or less than the smallest value for such item assigned by Purchaser, on the one hand, or Seller, on the other hand. The Accounting Firm shall make its determination based solely on presentations made, and other materials submitted, by Purchaser and Seller 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 Closing Statement and the resulting final Purchase Price shall become final and binding on the parties hereto on the date the Accounting Firm delivers its final resolution in writing to Purchaser and Seller (which final resolution shall be instructed to resolve such disputes within delivered, if feasible, not more than thirty (30) days after receipt by the Accounting Firm following submission of such disputed matters). All of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm pursuant to this Section 2.2(b) shall be apportioned between Seller and Purchaser borne by the party (i.e., Seller, on the one hand, or Purchaser, on the other hand) that assigned amounts to items in dispute that were, on a net basis, furthest in amount from the amount finally resolved by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with this Section 2.2(b), as determined by reference to the final Purchase Price. (By way of example only of the application of the immediately preceding sentence: if (x) Seller assigns values to the disputed items submitted to the Accounting Firm in accordance with this Section 2.2(b) such determinationthat the Purchase Price set forth in the Closing Statement would be increased by $500,000 if the Accounting Firm resolved all of the submitted disputes in Seller's favor (to the full extent), (y) Purchaser maintains that the Purchase Price set forth in the Closing Statement is correct and (z)the Accounting Firm's final resolution of the disputed items in accordance with this Section 2.2(b) is that the Purchase Price is increased from the amount set forth in the Closing Statement by more than $250,000 (i.e., more than one half of the difference between the parties' respective total disputed amounts), then Purchaser would pay all of the fees and expenses of the Accounting Firm incurred by the parties under this Section 2.2(b)). (c) Upon If the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price (as finally determined pursuant to Section 2.2(b)) is greater than the Estimated Purchase Price, Purchaser shall be increased by fifty percent (50%) pay Seller the amount of the amount by which difference. If the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent final Purchase Price (50%as finally determined pursuant to Section 2.2(b)) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net CashPurchase Price, Purchaser Seller shall pay to Seller fifty percent (50%) of Purchaser the amount of the difference. Such payments shall be made by wire transfer of immediately available funds as follows: (i) if no Notice of Objection is delivered by Seller, such excessamount shall be paid within three (3) Business Days of the earlier of the expiration of the thirty-day period for delivery of such Notice of Objection and the date of delivery by Seller to Purchaser of a written notice that the Closing Statement will be accepted without objection; or (ii) if a Notice of Objection is delivered by Seller, together with a sum equivalent such amount shall be paid within three (3) Business Days after the date the Purchase Price is finally determined pursuant to Section 2.2(b). Any payments owed to Seller by Purchaser under this Section 2.2(c) shall be deposited in an account or accounts designated by Seller. Any payments owed to Purchaser by Seller under this Section 2.2(c) shall be deposited in an account or accounts designated by Purchaser. Any amounts not paid when required pursuant to this Section 2.2(c) shall bear interest thereon at a rate equal to the LIBOR Rate compounded annually from the Closing Date required date of payment to the date of payment. If actual payment at the Estimated Closing Net Cash exceeds prime rate of interest announced publicly by Citibank N.A. in New York, New York as of the date most recently preceding the required date of payment as its base rate. (d) Purchaser agrees that following the Closing Net Cashit will not take any actions with respect to the Company's and the Company's Subsidiaries' accounting books, Seller shall pay records, policies and procedures for periods up to Purchaser fifty percent and including the Closing Date that have the effect of materially obstructing or preventing Seller's preparation of any Notice of Objection as provided in this Section 2.2(d). (50%e) In the event that the aggregate amount of accounts receivable of the Company and its Subsidiaries with respect to the customer set forth on Schedule 2.2(e) (which accounts as of the date of this Agreement total approximately $874,351.00), as set forth on Schedule 2.2(e) and reflected on the Closing Statement (the “Designated A/R”) is in excess of the aggregate amount actually collected by the Purchaser in respect of such excessDesignated A/R as of the date that is 180 days after the Closing Date (such uncollected amount, together with a sum equivalent the “Uncollected A/R Amount”), then Purchaser shall be entitled to interest thereon at a rate be promptly paid from the Indemnity Escrow Amount an amount equal to the LIBOR Rate from the Closing Date Uncollected A/R Amount. The amount paid pursuant to the date of payment. Any such payment hereunder prior sentence shall not be made in accordance with Section 9.04 included within five (5) Business Days after final determination the calculation of the Statement to an account designated in writing by Purchaser Basket Amount or Seller, as the case may beDeductible.

Purchase Price Adjustment. (a) Within ninety (90) 90 calendar days after the Closing Date, Seller the Buyer shall prepare and deliver to Purchaser the Seller a statement (the “Statement”), setting forth the Net Cash as of the close Closing Date reflecting the Cash Purchase Price and the calculation thereof (the "Final Statement"). The elements of business the definition of Cash Purchase Price contained in the Final Statement shall be derived from consolidated financial statements of the Company and the Subsidiaries as of the Closing Date and for the period commencing on January 1, 1997 and ended on the Closing Date (the “"Company's Closing Net Cash”) determined in accordance with Section 2.03Financial Statements"), together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller which shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date be prepared in accordance with generally accepted auditing standardsaccounting principles applied consistently with those used to prepare the Company's Financial Statements; provided, however, that, for purposes of determining the Cash Purchase Price, the assets consisting of any cash and cash equivalents paid by the Company to the Seller pursuant to Section 1.2(d) hereof, any Intercompany Receivable to be forgiven pursuant to Section 1.2(e) hereof and the liability consisting of any Intercompany Payable to be forgiven pursuant to Section 1.2(e) hereof shall be excluded from the Company's Closing Financial Statements. The determination of the Cash Purchase Price shall be consistent with the methodology exemplified in Annex A attached hereto and that nothing by this reference is incorporated herein. The Buyer shall provide the Seller with access to copies of all work papers and other relevant documents to verify the entries contained in this sentence the Final Statement. The Seller shall either change have a period of 15 calendar days after delivery to it of the definition of Net Cash from that set forth Final Statement to review it and make any objections the Seller may have in Section 2.03 writing to the Buyer. If written objections to the Final Statement are delivered to the Buyer within such 15 day period, then the Buyer and the Seller shall attempt to resolve the matter or extend matters in dispute. If no written objections are made within the time frame period provided above, the Buyer shall pay to the Seller, in accordance with Section 1.2(c) hereof, the aggregate amount, if any, by which Seller must deliver the Statement to Purchaser. After Cash Purchase Price exceeds the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement Payment and the conduct of the audit and Seller shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times pay to the personnelBuyer, properties and books and records in accordance with Section 1.2(c) hereof, the aggregate amount, if any, by which the Closing Payment exceeds the Cash Purchase Price, in each case on the third Business Day following the end of the Company for such purposes15 day period. (b) Within thirty (30) If disputes exist with respect to the Final Statement and cannot be resolved by the Buyer and the Seller within 15 calendar days after receipt the delivery of the objections to the Final Statement, Purchaser then the specific matters in dispute shall deliver be submitted to such independent accounting firm as may be approved by the Buyer and the Seller, which firm shall render its opinion as to such matters. Based on such opinion, such independent accounting firm will then send to the Buyer and the Seller a written statement describing its objectionsdetermination on the specific matters in dispute, which determination shall be final and binding on the parties hereto. On the third Business Day following delivery of such opinion to the Buyer and the Seller, the Buyer shall pay to the Seller, in accordance with Section 1.2(c) hereof, the aggregate amount, if any, to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.

Purchase Price Adjustment. (a) Within ninety (90) days after the Closing Date, Seller shall prepare and deliver to Purchaser a statement (the “Statement”), setting forth the Net Cash as of the close of business on the Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes. (b) Within thirty (30) days after receipt the Closing Date, Purchaser (with the assistance of NAI to the extent requested by Purchaser) will, at its own expense, review the calculation of Modified Working Capital as of the Statementopening of business on the Closing Date delivered by NAI at the Closing. Upon completion of such review, if Purchaser determines that NAI's calculation of Modified Working Capital was in error, as calculated in accordance with GAAP and the terms of this Agreement, then Purchaser shall deliver to Seller a written statement describing NAI its objections, if any, to the Statement revised calculation of such Modified Working Capital amount (the “Statement "Calculation"). (b) NAI may, within ten (10) business days after delivery of Objections”the Calculation, deliver a notice to Purchaser disagreeing with Purchaser's calculation of the Modified Working Capital as of the opening of business on the Closing Date (an "Objection Notice"). If Purchaser does not deliver a Statement of Objections to Seller receive an Objection Notice within such thirty10-business day period, the Statement Modified Working Capital amount set forth in the Calculation pursuant to Section 2.6(a) shall be deemed to have been accepted by NAI and shall become final and binding upon Purchaser and Sellers. The Objection Notice shall specify those items and amounts as to which NAI proposes changes, including an explanation in reasonable detail of the partiesbasis on which NAI proposes such changes, and Sellers shall be deemed to have agreed with all other items and amounts contained in the Calculation. (c) If an Objection Notice shall have been timely received by Purchaser pursuant to Section 2.6(b), Purchaser shall then have ten (10) business days from the date of receipt to review and respond to the Objection Notice. NAI and the Purchaser agree to attempt in good faith to STARBURST ASSET PURCHASE AGREEMENT resolve any disagreements with respect to the determination of the Modified Working Capital as of the opening of business on the Closing Date by means of (x) direct communication between the chief financial officer of NAI and an equivalent officer of Purchaser for five (5) business days, and (y) if they are unable to resolve all disagreements, direct communication between the chief executive officer of NAI and an equivalent officer of Purchaser for five (5) business days. If following these procedures NAI and Purchaser delivers a Statement are unable to resolve all disagreements with respect to the Modified Working Capital calculation, they may refer, at the option of Objections either party, their remaining differences to Seller within such thirty-day periodan internationally recognized firm of independent public accountants selected jointly by NAI and Purchaser and who has no material financial relationship with either NAI or Purchaser, who shall determine solely with respect to the differences so submitted, whether and to what extent, if any, the parties cannot resolve any such objection Modified Working Capital amount set forth in the Calculation requires adjustment. If NAI and Purchaser are unable to so select independent public accountants within ten (10) Business Days after business days of the receipt date of the decision to refer the disagreement to such accountants, either NAI or the Purchaser may thereafter request that the American Arbitration Association make such selection (as applicable, the firm selected by Seller of such Statement of Objections, any remaining disputes shall be resolved NAI and Purchaser or the firm selected by Ernst & Young LLP (the “Accounting American Arbitration Association is referred to as the "CPA Firm”"). The Accounting NAI and Purchaser shall direct the CPA Firm (i) that it shall be instructed not assign a value to resolve any particular item greater than the greatest value for such disputes item claimed by NAI or Purchaser or less than the smallest value for such item claimed by NAI or Purchaser, in each case as presented to the CPA Firm, and (ii) to use its best efforts to render its determination within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentencedays. The resolution of disputes by the Accounting Firm shall be set forth in writing and CPA Firm's determination shall be conclusive and binding upon Sellers and Purchaser. The fees and disbursements of the partiesCPA Firm shall be shared equally by NAI and Purchaser. NAI and Purchaser shall make readily available to the CPA Firm all relevant books and records relating to the calculation of Modified Working Capital as of the as of the opening of business on the Closing Date and all other items reasonably requested by the CPA Firm. (d) Sellers shall grant Purchaser and its representatives reasonable access to all books and records relating to the Business, employees and facilities of Sellers and their independent accountants that are reasonably necessary to enable Purchaser to prepare the Calculation. Sellers agree to cooperate, and the Statementshall not interfere, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest directly or lowest value, respectively, claimed for that particular item in the Statementindirectly, in the case preparation of Sellerthe Calculation. Purchaser shall give Sellers and their representatives reasonable access to all books, or in records, employees and facilities of Purchaser and its independent accounts and shall otherwise cooperate with Sellers to the Statement extent reasonably necessary for purposes of Objectionsreviewing, in verifying and auditing the case Calculation. (e) Based on the Final Modified Working Capital Calculation (defined below), the Modified Working Capital as of Purchaserthe opening of business on the Closing Date shall be recalculated. The Accounting Firm To the extent NAI shall have no right been overpaid or Purchaser shall have underpaid on the Closing Date, as applicable, NAI shall pay to make any determination with respect Purchaser or Purchaser shall pay to the undisputed portions of the Statement, and no NAI an amount in cash equal to such determination with respect to the undisputed portions of the Statement shall be binding on Seller overpayment or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash deficiency in accordance with Section 2.03. The fees and expenses of 2.6(f) within two (2) business days following the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement Final Modified Working Capital Calculation. The term "Final Modified Working Capital Calculation" means the Modified Working Capital amount (i) as shown in NAI's calculation delivered pursuant to Section 9.3(b) at the Closing if Purchaser does not deliver the Calculation pursuant to Section 2.6(a), (ii) as shown in the Calculation pursuant STARBURST ASSET PURCHASE AGREEMENT to Section 2.6(a) if no Objection Notice is timely received pursuant to Section 2.6(b), or (iii) if an account designated in writing by Purchaser or SellerObjection Notice is timely received, as determined by the case may beprocedures set forth in Section 2.6(c).

Purchase Price Adjustment. (a) Within ninety (90) 60 days after the Closing Date, Seller Parent shall prepare and deliver to Purchaser Jxx Xxxxxxxxx (the "REPRESENTATIVE") a statement (the “Statement”"STATEMENT"), certified by the independent auditor of the Company, setting forth the Net Cash Amount as of the close of business on the Closing Date ("CLOSING NET CASH AMOUNT"). (b) (i) During the “Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing 60-day period following the Representative's receipt of the Statement, Seller the Representative and his independent auditors shall have be permitted to review the right, but not the obligation, working papers relating to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and other books and records of the Company for such purposes. (b) Within thirty (30) days after receipt of reasonably requested by the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”)Representative. If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the The Statement shall become final and binding upon the partiesparties on the 60th day following delivery thereof, unless the Representative gives written notice of his disagreement with the Statement (a "NOTICE OF DISAGREEMENT") to Parent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If Purchaser delivers a Notice of Disagreement is received by Parent in a timely manner, then the Statement (as revised in accordance with this sentence) shall become final and binding upon Parent and the Company on the earlier of Objections (A) the date Parent and the Representative resolve in writing any differences they have with respect to Seller within the matters specified in the Notice of Disagreement or (B) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). During the 30-day period following the delivery of a Notice of Disagreement, Parent and the Representative 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. At the end of such thirty30-day period, Parent and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes Representative shall be resolved by Ernst & Young LLP submit to an independent accounting firm (the “Accounting Firm”)"ACCOUNTING FIRM") for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt a firm agreed upon by the Accounting Firm of Representative, the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) Company and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall Parent in writing. Judgment may be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding entered upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for in any item in dispute cannot be in excess of, nor less than, court having jurisdiction over the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no party against which such determination with respect is to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determinationenforced. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.

Purchase Price Adjustment. (a) Within ninety (90) days after No less than two Business Days prior to the Closing Date, Seller shall prepare and deliver a notice to Purchaser a statement (the “Statement”), setting which sets forth the Net Cash Seller's good faith estimate of Working Capital as of the close of business on the day immediately preceding the Closing Date (the “"Estimated Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably requestWorking Capital"). In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After Within 30 days after the Closing Date, at Seller’s request, Purchaser shall, shall prepare and shall cause the Company to, assist deliver to Seller and its representatives in the preparation a statement setting forth Working Capital as of the Statement and close of business on the conduct day immediately preceding the Closing Date (the "Initial WC Statement"). During the 30 days immediately following Seller's receipt of the audit and shall provide Initial WC Statement, Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times will be permitted to review Purchaser's working papers relating to the personnelInitial WC Statement, properties all of Purchaser's and each Company's books and records with respect thereto and such other books and records of the Purchaser and each Company for as Seller may reasonably request in connection with such purposes. (b) Within thirty (30) days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”)review. If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the The Initial WC Statement shall become final and binding upon the partiesparties (and shall thereupon become the Final WC Statement) on the 31st day following receipt thereof by Seller, unless Seller shall provide a written notice (the "Notice of Disagreement") of its disagreement with the Initial WC Statement to Purchaser prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If Purchaser delivers a timely Notice of Disagreement is received by Purchaser, then the Initial WC Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10as revised in accordance with clause (x) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes or (y) below) shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive become final and binding upon the parties, and shall thereupon become the "Final WC Statement", on the earlier of (x) the date on which the parties hereto resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, and agree upon a Final WC Statement, as modified by such resolution, shall become final and binding upon or (y) the date on which the Accounting Firm finally resolves in writing any matters with respect to the Initial WC Statement that are properly in dispute by providing each of the parties hereto with a Final WC Statement. During the 30 days immediately following the delivery of a Notice of Disagreement, Seller and Purchaser shall seek in good faith to resolve in writing (and thereby agree on a Final WC Statement) any differences which they may have with respect to any matter specified in the Notice of Disagreement. During such period, Purchaser shall have access to the working papers of Seller prepared in connection with Seller's preparation of the Notice of Disagreement. At the end of such resolution. The determination of 30-day period, Seller and Purchaser shall submit to the Accounting Firm for review and resolution any item and all matters which remain in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item and which were properly included in the Notice of Disagreement (the Initial WC Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right as it may be modified by Purchaser prior to make any determination with respect submission to the undisputed portions Accounting Firm, being the "Submitted WC Statement", and the Notice of Disagreement, as it may be modified by Seller prior to submission to the Accounting Firm, being the "Submitted Notice of Disagreement"), and, within 30 days of its receipt of the StatementSubmitted Notice of Disagreement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between make a final determination, binding on the parties hereto, of Working Capital as of the close of business on the day immediately preceding the Closing Date. Purchaser and Seller and Purchaser by shall share equally the cost of the Accounting Firm based on the degree to which Seller’s Firm's review and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (ci) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the If Closing Net Cash Working Capital exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net CashWorking Capital, then Purchaser shall pay to Seller fifty percent an amount equal to such excess or (50%ii) of the if Estimated Closing Working Capital exceeds Closing Working Capital, then Seller shall pay to Purchaser an amount of equal to such excess, in either case within 10 Business Days after the Final WC Statement becomes final and binding on the parties hereto, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of paymentpayment at the rate of interest publicly announced by Citibank, N.A. in New York, New York from time to time as its base rate. If the Closing Working Capital is equal to Estimated Closing Net Cash exceeds Working Capital, then neither Purchaser nor Seller shall owe any amount to the other party pursuant to this Section 2.06. (c) Purchaser agrees that following the Closing Net Cashthrough the date that payment, if any, is made pursuant to Section 2.06(b), it will not, and will cause the Companies not to, take any actions with respect to any accounting books, records, policy or procedure on which the Initial WC Statement is to be based that are inconsistent with past practices of Seller shall pay or that would make it impossible or impracticable to Purchaser fifty percent (50%) calculate Working Capital in the manner utilizing the methods required hereby. Without limiting the generality of the amount of such excessforegoing, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder no changes shall be made in accordance with Section 9.04 within five (5) Business Days after final determination any reserve or other account existing as of the Statement to an account designated date of the Reference Balance Sheet(s) except as a result of events occurring after the date of the Reference Balance Sheet(s) and, in writing by Purchaser or such event, only in a manner consistent with the past practices of Seller, as the case may be.

Purchase Price Adjustment. (a) Within ninety (90) days after No less than two ------------------------- Business Days prior to the Closing Date, Seller shall prepare and deliver a notice to Purchaser a statement (the “Statement”), setting which sets forth the Net Cash Seller's good faith estimate of Working Capital as of the close of business on the day immediately preceding the Closing Date (the “"Estimated Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably requestWorking Capital"). In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After Within 30 days after the Closing Date, at Seller’s request, --------------------------------- Purchaser shall, shall prepare and shall cause the Company to, assist deliver to Seller and its representatives in the preparation a statement setting forth Working Capital as of the Statement and close of business on the conduct day immediately preceding the Closing Date (the "Initial WC Statement"). During the 30 days immediately following --------------------- Seller's receipt of the audit and shall provide Initial WC Statement, Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times will be permitted to review Purchaser's working papers relating to the personnelInitial WC Statement, properties all of Purchaser's and each Company's books and records with respect thereto and such other books and records of the Purchaser and each Company for as Seller may reasonably request in connection with such purposes. (b) Within thirty (30) days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”)review. If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the The Initial WC Statement shall become final and binding upon the partiesparties (and shall thereupon become the Final WC Statement) on the 31st day following receipt thereof by Seller, unless Seller shall provide a written notice (the "Notice of Disagreement") of its disagreement ---------------------- with the Initial WC Statement to Purchaser prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If Purchaser delivers a timely Notice of Disagreement is received by Purchaser, then the Initial WC Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10as revised in accordance with clause (x) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes or (y) below) shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive become final and binding upon the parties, and shall thereupon become the "Final WC Statement", on the earlier of (x) the date on ------------------ which the parties hereto resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, and agree upon a Final WC Statement, as modified by such resolution, shall become final and binding upon or (y) the date on which the Accounting Firm finally resolves in writing any matters with respect to the Initial WC Statement that are properly in dispute by providing each of the parties hereto with a Final WC Statement. During the 30 days immediately following the delivery of a Notice of Disagreement, Seller and Purchaser shall seek in good faith to resolve in writing (and thereby agree on a Final WC Statement) any differences which they may have with respect to any matter specified in the Notice of Disagreement. During such period, Purchaser shall have access to the working papers of Seller prepared in connection with Seller 's preparation of the Notice of Disagreement. At the end of such resolution. The determination of 30-day period, Seller and Purchaser shall submit to the Accounting Firm for review and resolution any item and all matters which remain in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item and which were properly included in the Notice of Disagreement (the Initial WC Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right as it may be modified by Purchaser prior to make any determination with respect submission to the undisputed portions Accounting Firm, being the "Submitted WC Statement", and the Notice of ---------------------- Disagreement, as it may be modified by Seller prior to submission to the Accounting Firm, being the "Submitted Notice of Disagreement"), and, within 30 -------------------------------- days of its receipt of the StatementSubmitted Notice of Disagreement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between make a final determination, binding on the parties hereto, of Working Capital as of the close of business on the day immediately preceding the Closing Date. Purchaser and Seller and Purchaser by shall share equally the cost of the Accounting Firm based on the degree to which Seller’s Firm's review and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (ci) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the If Closing Net Cash Working Capital exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net CashWorking Capital, then Purchaser shall pay to Seller fifty percent an amount equal to such excess or (50%ii) of the if Estimated Closing Working Capital exceeds Closing Working Capital, then Seller shall pay to Purchaser an amount of equal to such excess, in either case within 10 Business Days after the Final WC Statement becomes final and binding on the parties hereto, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of paymentpayment at the rate of interest publicly announced by Citibank, N.A. in New York, New York from time to time as its base rate. If the Closing Working Capital is equal to Estimated Closing Net Cash exceeds Working Capital, then neither Purchaser nor Seller shall owe any amount to the other party pursuant to this Section 2.06. (c) Purchaser agrees that following the Closing Net Cashthrough the date that payment, if any, is made pursuant to Section 2.06(b), it will not, and will cause the Companies not to, take any actions with respect to any accounting books, records, policy or procedure on which the Initial WC Statement is to be based that are inconsistent with past practices of Seller shall pay or that would make it impossible or impracticable to Purchaser fifty percent (50%) calculate Working Capital in the manner utilizing the methods required hereby. Without limiting the generality of the amount of such excessforegoing, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder no changes shall be made in accordance with Section 9.04 within five (5) Business Days after final determination any reserve or other account existing as of the Statement to an account designated date of the Reference Balance Sheet(s) except as a result of events occurring after the date of the Reference Balance Sheet(s) and, in writing by Purchaser or such event, only in a manner consistent with the past practices of Seller, as the case may be.

Purchase Price Adjustment. (a) Within ninety No less than three (903) days after Business Days prior to the Closing Date, Seller shall prepare and the Company will deliver a statement to Purchaser a statement (the “Estimated Closing Statement”), setting forth the Net Cash as of the close of business on the Closing Date ) containing (the “Closing Net Cash”i) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the estimated balance sheet of the Company as of 11:59 p.m. on the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement day immediately prior to Purchaser. After the Closing Date, at Seller’s request(ii) the Estimated Company Cash, Purchaser shallEstimated Company Indebtedness and Estimated Company Transaction Expenses, and shall cause the Company to, assist Seller and its representatives in the preparation (iii) a calculation of the Initial Closing Cash Consideration calculated with reference thereto. The Estimated Closing Statement and the conduct of calculations and determinations related thereto will be prepared in good faith from the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and Company’s books and records of and calculated in accordance with the Company for such purposesAccounting Principles. (b) Within sixty (60) days following the Closing Date, Purchaser shall cause to be prepared and delivered to the Seller a statement (the “Closing Statement”) containing (i) the actual balance sheet of the Company as of 11:59 p.m. on the day immediately prior to the Closing Date, (ii) the actual amounts of Company Cash, Company Indebtedness and Company Transaction Expenses as of such time, and (iii) a calculation of the Final Closing Cash Consideration. The Closing Statement and the calculations and determinations related thereto will be prepared in good faith from the Company’s books and records and calculated in accordance with the Accounting Principles. (c) If the Seller disagrees with any aspect of the Closing Statement, the Seller may, within thirty (30) days after receipt of the Closing Statement, Purchaser shall deliver to Seller Purchaser a written statement describing its objections, if any, notice setting forth in reasonable detail any dispute that the Seller has with respect to the Closing Statement and the basis for such dispute (the a “Statement of ObjectionsClosing Date Dispute”). If Purchaser the Seller does not deliver so notify Purchaser of a dispute with respect to the Closing Statement of Objections to Seller within such thirty-day thirty (30)-day period, the such Closing Statement shall become final will be final, conclusive and binding on the Parties. In the event of any notification of a dispute, Pxxxxxxxx and the Seller will negotiate in good faith to resolve such dispute. (d) If Purchaser and the Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after the Seller notifies Purchaser of his objections, then Purchaser and the Seller jointly will engage a nationally or regionally recognized accounting firm that is not presently providing and has not provided either party or their Affiliates with services in the last four (4) years as mutually agreed upon by Purchaser and the Seller (the “Arbitration Firm”) to resolve such dispute. As promptly as practicable thereafter, Purchaser and the Seller will prepare and submit presentations to the Arbitration Firm (the “Dispute Presentations”). Purchaser and the Seller will cause the Arbitration Firm to promptly resolve only those items remaining in dispute between the Parties in accordance with the provisions of this ARTICLE 2 within the range of the difference between Purchaser’s position with respect thereto and the Seller’s position with respect thereto based solely upon the partiesinformation set forth in the Dispute Presentations. The costs of any fees and expenses of the Arbitration Firm and of any enforcement of the determination thereof, will be borne by the Parties in inverse proportion as they may prevail on the matters resolved by the Arbitration Firm, which proportionate allocation will be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and will be determined by the Arbitration Firm at the time the determination of such firm is rendered on the merits of the matters submitted. All determinations made by the Arbitration Firm will be final, conclusive and binding on the Parties. (e) If the Final Closing Cash Consideration (as finally determined pursuant to Section 2.3(c) or Section 2.3(d)) is less than the Initial Closing Cash Consideration (the amount of such deficiency is referred to herein as the “Deficiency”), then an aggregate amount in cash equal to the Deficiency will be payable to Purchaser delivers a Statement by the Seller by wire transfer of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within immediately available funds no later than ten (10) Business Days after following the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (date on which the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser Final Closing Cash Consideration is finally determined pursuant to Section 2.04(a2.3(c) and by Purchaser to Seller or Section 2.3(d). (f) If the Final Closing Cash Consideration (as finally determined pursuant to this Section 2.04(b2.3(c) or Section 2.3(d)) is greater than the Initial Closing Cash Consideration, which materials then Purchaser shall pay or cause to be delivered by Seller and Purchaser paid to the Accounting Firm within five Seller an aggregate amount equal to such excess by wire transfer of immediately available funds no later than ten (510) Business Days following the expiration of date on which the ten Final Closing Cash Consideration is finally determined pursuant to Section 2.3(c) or Section 2.3(d). (10g) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm Any adjustments made pursuant to this Section 2.3 shall be treated as an adjustment to the Purchase Price, except to the extent that applicable Tax Law does not permit such treatment, and the Parties agree to file their Tax Returns accordingly, except as otherwise required by a change in applicable Law after the Closing Date or a Final Determination. (h) For purposes of complying with the terms set forth in writing this Section 2.3, each Party shall reasonably cooperate with and make available to the other Party and its respective accountants and other representatives all information, records, data and working papers, and shall be conclusive permit access to its records, facilities and binding upon the parties, and the Statementpersonnel, as modified by such resolutionmay be reasonably requested in connection with this Section 2.3, shall become final and binding upon including the date resolution of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may beDispute.

Purchase Price Adjustment. (a) Not later than two (2) Business Days prior to the Closing Date, the Seller shall deliver to the Purchaser a statement showing its good faith estimate of the amount of Working Capital as of the close of business on the Closing Date (the “Estimated Working Capital Statement”). (b) Within ninety (90) 60 days after the Closing Date, Seller the Purchaser shall cause the Company to prepare and deliver to Purchaser Seller a statement (the “Closing Statement”), ) setting forth the Net Cash amount of (i) Working Capital as of the close of business on the Closing Date (the “Closing Net CashWorking Capital”) and (ii) the total revenues of the Business determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably requestGAAP for the month of October 2006 (the “October Revenues”). In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After Following the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and each party shall provide Seller and its representatives any information reasonably requested and shall provide them to the other party (including to such party’s independent auditors) access at all reasonable times to the personnel, properties and properties, books and records of the Company such party for such purposespurpose. Seller and its independent auditors may participate in the preparation of the Closing Statement. The Closing Statement shall be prepared in a manner that is consistent with the Company’s historical accounting principles, methodologies and judgments, except that no effect shall be given to, and the Closing Statement shall not reflect (a) the effect (including any Tax effect) of any act, event or transaction occurring between the actual time of Closing and the close of business on the Closing Date, including any transaction between the Seller and Purchaser or relating to Purchaser’s financing of any of the transactions contemplated hereby, (b) any transaction occurring on the Closing Date between the Company and the Purchaser or any of Purchaser’s Affiliates or (c) any purchase, accounting or other similar adjustments resulting from the consummation of the Transaction. (bc) Within thirty (30) days after During the 30 day period following Seller’s receipt of the Closing Statement, Purchaser Seller shall deliver be permitted to Seller a written statement describing its objections, if any, review the working papers of the Company relating to the Statement (the “Statement of Objections”)Closing Statement. If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the The Closing Statement shall become final and binding upon the partiesparties on the 30th day following delivery thereof, unless Seller gives written notice of its disagreement with the Closing Statement (a “Notice of Disagreement”) to the Purchaser prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, and (ii) only include disagreements based on mathematical errors or based on any failure of Closing Working Capital or the October Revenues to have been calculated in accordance with this Section 1.04. If Purchaser delivers a Statement Notice of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt Disagreement is received by the Accounting Firm of Purchaser in a timely manner, then the materials delivered by Seller to Purchaser pursuant to Section 2.04(aClosing Statement (as revised in accordance with this sentence) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the Seller and Purchaser on the earlier of (A) the date of such resolution. The determination of the Accounting Firm for Seller and Purchaser resolve in writing any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination disagreements with respect to the undisputed portions matters specified in the Notice of Disagreement and (B) the Statementdate any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). During the 30 day period following the delivery of a Notice of Disagreement, the Seller and no such determination Purchaser shall seek in good faith to resolve in writing any disagreements with respect to the undisputed portions matters specified in the Notice of Disagreement. During such period each party shall have access to the working papers of the other parties prepared in connection with the preparation of the Closing Balance Sheet, the Closing Statement or any Notice of Disagreement. At the end of such 30 day period, the Seller and Purchaser shall be binding on Seller or Purchasersubmit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The Accounting Firm shall be instructed to calculate Net Cash such nationally recognized independent public accounting firm as shall be agreed upon by the Seller and Purchaser in accordance with Section 2.03writing. The fees and expenses of the Accounting Firm shall be apportioned between borne equally by the Seller and Purchaser. If any disputed items are referred to the Accounting Firm, then such disputed items (and any resulting adjustment to the Closing Statement) shall be finally and conclusively, for all purposes hereafter, be as determined by the Accounting Firm. Such determination (the “Accountants’ Determination”) shall be (A) in writing, (B) furnished to the Seller and Purchaser by as soon as practicable after the items in dispute have been referred to the Accounting Firm based on (which the degree parties shall request shall not be later than sixty (60) days thereafter), (C) made in a manner that is consistent with the prescribed manner of preparation of the Closing Statement pursuant to which Section 1.04 and (D) non-appealable and incontestable by the Seller, Purchaser or any of their respective Affiliates, and not subject to collateral attack for any reason. Any fees and disbursements of the Seller’s independent auditors incurred in connection with their review of the Closing Statement and preparation of any Notice of Disagreement shall be borne by the Seller, and any fees and disbursements of Purchaser’s claims were unsuccessful independent auditors incurred in connection with their preparation of the Closing Statement and review of any Notice of Disagreement shall be paid borne by Seller and Purchaser in accordance with such determinationPurchaser. (d) Following the final determination of the amount of the Closing Working Capital pursuant to subsection (c) Upon above (the Statement becoming final and binding in accordance with Section 2.04(b“Final Determination Date”), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which Closing Working Capital exceeds $0 (the Closing Net Cash exceeds “Target Working Capital Amount”), and the Estimated Closing Net Cash or Purchase Price shall be decreased by fifty percent (50%i) of the amount by which the Closing Net Cash Working Capital is less than the Estimated Closing Net CashTarget Working Capital Amount and (ii) the product of (x) 6.6 and (y) the positive difference, if any, between (A) 0.70 multiplied by $3,099,000 and (B) and the amount of the October Revenues (the Purchase Price as so increased or decreased is hereinafter referred to as the “Adjusted Purchase Price”). If the Closing Net Cash exceeds Date Amount (plus the Estimated Closing Net Cashinitial amount of the General Escrow) is less than the Adjusted Purchase Price, Purchaser shall pay shall, and if the Closing Date Amount (plus the initial amount of the General Escrow) is greater than the Adjusted Purchase Price, the Seller shall, within 10 Business Days after the Closing Statement becomes final and binding on the parties, make a payment to Seller fifty percent (50%) of the other by wire transfer in immediately available U.S. funds in the amount of such excess, together with a sum equivalent difference. Any amounts owed by the Seller pursuant to interest thereon at a rate equal this Section 1.04(d) shall be paid out of General Escrow pursuant to the LIBOR Rate from Escrow Agreement to the extent the funds of the General Escrow remain available for such purpose (i.e. not previously released and not subject to pending claims). Any amounts owed by the Seller pursuant to this Section 1.04(d) shall be paid to Purchaser and any amounts owed by Purchaser pursuant to this Section 1.04(d) shall be paid to the Seller. (e) The parties acknowledge that the Seller intends to cause all Cash held by the Company to be distributed to the Seller prior to the Closing. (f) The term “Working Capital” means Current Assets minus Current Liabilities. The term “Current Assets” means current assets, excluding Cash, and the term “Current Liabilities” means the current liabilities (including any liabilities for income or franchise taxes of the Company based on current period events occurring through the Closing Date up to the date Closing), in each case, of payment. If the Estimated Closing Net Cash exceeds Company, calculated in the same way, using the same methods, as the line items on the Latest Balance Sheet (as defined in Section 2.05) as of the Closing Net CashDate, Seller shall pay except as described below and subject to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made adjustment in accordance with Exhibit B and consistent with Working Capital as calculated on the Latest Balance Sheet set forth on Exhibit C. Without limiting the generality of the foregoing, Closing Working Capital shall be calculated in the same way, using the same methods, as the line items comprising Working Capital on the Latest Balance Sheet, in accordance with United States generally accepted accounting principles (“GAAP”), except as described below and subject to adjustment in accordance with Exhibit B and consistent with Working Capital as calculated on the Latest Balance Sheet set forth on Exhibit C. Notwithstanding the foregoing, (i) Current Liabilities shall not include (A) any portion of Funded Indebtedness, (B) any intercompany payables between the Company and the Seller, (C) any liabilities associated with the Company Benefit Plans (including for accrued vacation), (D) any liabilities for all costs and expenses described in Section 9.04 within five 5.06 as paid or otherwise satisfied by the Seller, (5E) Business Days after any liabilities incurred by Purchaser in connection with financing the Transaction, (F) any liabilities incurred by the Purchaser in connection with any transaction between or among Purchaser, the Company and any third party occurring between the actual time of Closing and the close of business on the Closing Date, (G) any current and non-current deferred tax liabilities, (H) deferred revenue (except to the extent of customer prepayment for services rendered), and (I) any negative leasehold liabilities and (ii) Current Assets shall not include (A) prepaid income taxes or income tax refunds receivable, (B) any current and non-current deferred tax assets, (C) any intercompany receivables between the Company and the Seller, or (D) any accounts receivable from hosting customers more than 61 days past due (in excess of corresponding reserves) (the “61 Day Receivables”) for purposes of the Estimated Working Capital Statement (provided that any such accounts receivable excluded for purposes of the Estimated Working Capital Statement shall be included in the determination of Closing Working Capital to the extent collected prior to the final determination of the Statement Closing Working Capital pursuant to an account designated in writing by Purchaser or Seller, as the case may besubsection (c) above).

Purchase Price Adjustment. (a) (i) Within ninety (90) 30 days after the Closing Date, Seller shall prepare and deliver to Purchaser a statement (an unaudited consolidated balance sheet of the “Statement”), setting forth the Net Cash Company as of the close of business on the day immediately preceding the Closing Date and a statement (the “Seller Statement”) setting forth Tangible Net Worth as of the close of business on the day immediately preceding the Closing Date (the “Closing Tangible Net CashWorth”) determined in accordance with Section 2.03and Accounts Receivable as of the close of business on the day immediately preceding the Closing Date (“Closing Accounts Receivable”), together with any supporting information a certificate of Seller that the Seller Statement has been prepared in compliance with the requirements of this Section 1.04. Purchaser may reasonably request. In connection with preparing shall assist, and shall cause the StatementCompany and the Subsidiaries to assist, Seller shall have in the right, but not the obligation, to conduct, at Seller’s expense, an audit preparation of the balance sheet Seller Statement and shall provide Seller reasonable access to the personnel, properties, books and records of the Company as and the Subsidiaries relevant for such purpose. Purchaser and Purchaser’s independent auditors may participate in the preparation of the Closing Date in accordance with generally accepted auditing standardsSeller Statement; provided, however, that nothing Purchaser acknowledges that Seller shall have the primary responsibility and authority for preparing the Seller Statement. (ii) If the Closing occurs prior to 11:59 p.m. on July 22, 2005, on or prior to August 15, 2005, Purchaser shall prepare and deliver to Seller a statement (the “Purchaser Statement” and, together with the Seller Statement, collectively the “Statements” and individually a “Statement”), setting forth Accounts Receivable as of the close of business on July 29, 2005 (the “July 29 A/R Amount”), together with a certificate of Purchaser that the Purchaser Statement has been prepared in compliance with the requirements of this sentence shall either change Section 1.04. The parties acknowledge that the definition of Net Cash from that July 29 A/R Amount set forth in Section 2.03 or extend the time frame in which Seller must deliver Purchaser Statement may be based on Purchaser’s assumption that the Statement to Purchaser. After amount of the Closing DateAccounts Receivable as reflected in the Company’s books and records on the Closing Date or in the Seller Statement, at as applicable, is correct and that in any Notice of Disagreement which may be delivered by the Purchaser pursuant to paragraph (b) below, Purchaser may revise its calculation of the July 29 A/R Amount to reflect the effect thereon of any disagreement raised by Purchaser with respect to the Closing Accounts Receivable as set forth in the Seller Statement. Seller and Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives independent auditors may participate in the preparation of the Statement Purchaser Statement; provided, however, that Seller acknowledges that Purchaser shall have the primary responsibility and authority for preparing the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposesPurchaser Statement. (b) Within thirty (During the 30) days after -day period following the later of the date of Purchaser’s receipt of the StatementSeller Statement and the date of Seller’s receipt of the Purchaser Statement (such later date, Purchaser the “Trigger Date”), each party and its independent auditors shall deliver be permitted to Seller a written statement describing its objections, if any, review the working papers relating to the Statement (prepared by the “Statement of Objections”)other party and each party shall provide to the other party and its independent auditors reasonable access to its personnel, properties, books and records relevant for such purpose. If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Each Statement shall become final and binding upon the partiesparties on the 30th day following the Trigger Date, unless the party that received such Statement gives written notice of its disagreement with such Statement (a “Notice of Disagreement”) to the party that prepared such Statement prior to such 30th day following the Trigger Date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or (A) in the case of a disagreement by Purchaser with the Seller Statement, based on Closing Tangible Net Worth or Closing Accounts Receivable not being calculated in accordance with this Section 1.04 (and Purchaser may revise its calculation of the July 29 A/R Amount set forth originally in the Purchaser Statement to reflect the effect thereon of any such disagreement with respect to the calculation of Closing Accounts Receivable set forth in the Seller Statement), or (B) in the case of a disagreement by Seller with the Purchaser Statement, based on the July 29 A/R Amount not being calculated in accordance with this Section 1.04, and (iii) be accompanied by a certificate of such party that it has complied with Section 1.04(e). If a Notice of Disagreement with respect to either Statement is received by the party that prepared such Statement in a timely manner, then such Statement (as revised in accordance with this sentence) shall become final and binding upon Seller and Purchaser delivers on the earlier of (A) the date Seller and Purchaser resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (B) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. During such period the party that prepared the relevant Statement and its auditors shall have access to the personnel, properties, books and records of Objections to Seller within the party that delivered the Notice of Disagreement and the working papers of such thirtyparty (and, if they have participated in such party’s preparation of the Notice of Disagreement, the working papers of such party’s auditors prepared in connection with their review of the Notice of Disagreement). At the end of such 30-day period, Seller and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes Purchaser shall be resolved by Ernst & Young LLP submit to an independent accounting firm (the “Accounting Firm”)) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The Accounting Firm shall be instructed Ernst & Young LLP or, if such firm is unable or unwilling to resolve act or has at that time or at any time within the preceding twelve months had any not insignificant retention by either Purchaser or Seller or their affiliates, such disputes within thirty other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing (30) days after receipt by if the parties are unable to agree, Seller and Purchaser shall each select a nationally recognized independent public accounting firm and those two firms shall select a third such firm, in which event the “Accounting Firm” shall mean the third such firm). Seller and Purchaser shall instruct the Accounting Firm to render its decision by selecting either the position of Seller or Purchaser as to each matter submitted to the materials delivered by Accounting Firm, and the Accounting Firm shall not be permitted to reach a decision as to any matter other than the position of Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by or Purchaser. Seller and Purchaser agree to use reasonable efforts to cause the Accounting Firm to render a decision resolving the matters submitted to the Accounting Firm within five (5) Business Days 30 days following the expiration of the ten (10) Business Day period referenced in the preceding sentencesubmission. The resolution of disputes by the Accounting Firm shall Judgment may be set forth in writing and shall be conclusive and binding entered upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for in any item court having jurisdiction over the party against which such determination is to be enforced. Except as provided in dispute cannot be in excess of, nor less thanthe next sentence, the greatest or lowest value, respectively, claimed for that particular item in cost of any arbitration (including the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 1.04 shall be apportioned between borne by Purchaser and Seller and Purchaser in inverse proportion as they may prevail on the value of the matters determined by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm based at the time the determination of the Accounting Firm is rendered on the degree merits of the matters submitted to which it. The fees and disbursements of Seller’s independent auditors incurred in connection with their review of the Statements and preparation, review or resolution of any Notice of Disagreement shall be borne by Seller, and the fees and disbursements of Purchaser’s claims were unsuccessful independent auditors incurred in connection with their review of the Statements and the preparation, review or resolution of any Notice of Disagreement shall be paid borne by Seller and Purchaser in accordance with such determinationPurchaser. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial The Purchase Price shall be (i) increased by fifty percent the amount by which Closing Tangible Net Worth exceeds $27,661,000 (50%the “TNW Amount”), provided that the Purchase Price shall not be increased by more than $3,750,000 pursuant to this clause (i), (ii) decreased by the amount by which Closing Tangible Net Worth is less than the TNW Amount, and (iii) if the Closing occurs prior to 11:59 p.m. on July 22, 2005, increased by the Applicable Percentage of the amount by which the July 29 A/R Amount exceeds Closing Net Cash exceeds Accounts Receivable, provided that the Estimated Closing Net Cash Purchase Price shall not be increased by more than $2,500,000 pursuant to this clause (iii) (the Purchase Price as so increased or decreased by fifty percent pursuant to clauses (50%i), (ii) of and (iii) shall hereinafter be referred to as the amount by which “Adjusted Purchase Price”). If the Closing Net Cash Date Amount is less than the Estimated Closing Net Cash. If Adjusted Purchase Price, Purchaser shall, and if the Closing Net Cash exceeds Date Amount is more than the Estimated Closing Net CashAdjusted Purchase Price, Purchaser shall pay to Seller fifty percent (50%) shall, within 10 business days after the first date on which both Statements have become final and binding on the parties, make payment by wire transfer in immediately available funds of the amount of such excessdifference, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate rate of interest from time to time announced publicly by Citibank, N.A. as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from (x) the Closing Date to the date of payment. If , in the Estimated Closing Net Cash exceeds case of any such difference attributable to the difference between Seller’s estimate delivered prior to the Closing Net Cash, Seller shall pay pursuant to Purchaser fifty percent (50%Section 1.03(b) of the amount adjustments set forth in clauses (i) and (ii) of such excessthe foregoing sentence and the final determination thereof, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate and (y) from the Closing Date July 29, 2005 to the date of payment. Any , in the case of any such payment hereunder shall be made difference attributable to the adjustment set forth in accordance with Section 9.04 within five clause (5iii) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Sellerforegoing sentence. (d) The term “Tangible Net Worth” means Total Tangible Assets minus Total Liabilities. The term “Total Tangible Assets” means the consolidated total assets of the Company and its consolidated subsidiaries after deducting consolidated goodwill and other intangible assets, as net, of the case may be.Company and its consolidated subsidiaries, the term “Total Liabilities” means the consolidated total liabilities of the Company and its

Purchase Price Adjustment. (a) Within ninety (90) days after After the Closing DateClosing, Seller shall prepare and deliver a special purpose statement of the operating profit of the Business for the period from January 1, 1997 through December 31, 1997 in accordance with the basis of accounting set forth in a footnote to Purchaser a such financial statement (the “"Special Purpose 1997 Financial Statement”"), setting forth . To the Net Cash as of extent necessary for Seller to prepare the close of business on the Special Purpose 1997 Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Financial Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and Buyer shall provide Seller and its representatives any information reasonably requested and shall provide them accountants full access at all reasonable times to the personnelbooks and records included in the Assets, properties to any other information in Buyer's possession or control after Closing and to Buyer's employees. Seller will cause its independent public accountants, Xxxxxx Xxxxxxxx, to audit the Special Purpose 1997 Financial Statement in accordance with Generally Accepted Auditing Standards and to issue their auditors' report thereon. Seller will deliver to Buyer the Special Purpose 1997 Financial Statement, together with the Xxxxxx Xxxxxxxx audit report in draft form, within 50 calendar days after Closing. At the same time, Seller will deliver to Buyer a certificate of an officer of Seller in the form set forth as Exhibit D hereto (the "Certificate") containing a representation and warranty that the 1997 Special Purpose Financial Statement, taken in its entirety, has been prepared on a basis consistent in all material respects with the Sterno Profit and Loss Statement for the year ended 1996 that is set forth as Attachment A to Schedule 3.2 of this Agreement (the "1996 Sterno Profit & Loss Statement"). The Certificate will be delivered by Seller only for the purpose set forth in Section 2.5(c) below. Buyer shall have a 9-calendar day period to review the Special Purpose 1997 Financial Statement to confirm that it has been prepared in accordance with the first sentence of this Section 2.5(a). In connection with such review, Buyer and its accountants shall have the right to review the worksheets and other back-up documentation relating to the preparation of the Special Purpose 1997 Financial Statement and the auditors' work papers thereon, to consult with representatives of Xxxxxx Xxxxxxxx and Seller in connection therewith and to review books and records of Seller relevant to the Company for such purposes. (b) Within thirty (30) days after receipt preparation of the Special Purpose Financial Statement. If, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty9-day period, Buyer has not given Seller written notice of an objection to such statement, then the Special Purpose 1997 Financial Statement shall become final be final, binding and binding upon conclusive on the parties. If Purchaser delivers a Buyer asserts, in good faith, that the Special Purpose 1997 Financial Statement has not been prepared as described in the first sentence of Objections to Section 2.5(a), it must notify Seller in writing in reasonable detail of the issues it disputes (the "Disputed Issues") and the basis therefor within such thirty9-day period. If Buyer and Seller are unable to reach agreement regarding the Disputed Issues within 5 calendar days after the giving of such notice by Buyer, and then the Disputed Issues shall be submitted to Deloitte & Touche LLP, independent public accountants, or such other reputable independent accounting firm as the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP may agree (the “Accounting Firm”)"Accountants") for resolution, the Accountants to act as experts and not as arbitrators. The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt review by the Accounting Firm Accountants will be limited to the Disputed Issues. It is expressly agreed by the parties that any issues relating to the consistency of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall Special Purpose 1997 Financial Statement with the 1996 Sterno Profit & Loss Statement as represented in the Certificate will not be delivered by Seller and Purchaser submitted to the Accounting Firm within five Accountants for resolution. If one or more Disputed Issues are submitted to the Accountants for resolution: (5i) Business Days following each party will furnish to the expiration Accountants the work papers relating to the Disputed Issues 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 of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes Disputed Issues by the Accounting Firm shall be Accountants, as set forth in writing a written notice delivered by the Accountants to both parties will be final, binding and shall be conclusive and binding upon on the parties; and (iii) Buyer and Seller shall each bear 50% of the fees of the Accountants for such determination. The parties will instruct the Accountants to deliver their written determination no later than the tenth calendar day after the Disputed Issues are submitted to the Accountants. Upon delivery of such written determination, and the Special Purpose 1997 Financial Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser adjusted in accordance with such determination, shall be final, binding and conclusive on the parties. The time periods for preparation, review and dispute resolution regarding the 1997 Special Purpose Financial Statement set forth in this Section 2.5(a) are intended to permit Seller to finalize the financial statements to be prepared by it pursuant to Section 5.1(a)(ii) for filing by Parent with the Securities and Exchange Commission without any dispute regarding the 1997 Special Purpose Financial Statement pending between the parties. Buyer acknowledges that Seller shall not be required to finalize and deliver the financial statements referred to in Section 5.1(a)(ii) while any such dispute is pending. Buyer agrees that any confidential information obtained by it regarding businesses of Seller other than the Business pursuant to the review and dispute resolution procedures set forth above in this Section 2.5(a) shall be subject to the confidentiality provisions of Section 9.10 of the Transition Agreement. (ci) Upon If the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) 1997 operating profit of the amount by which Business as shown on the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash Special Purpose 1997 Financial Statement is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash$10,297,000, Purchaser then Seller shall pay to Seller fifty percent (50%) of Buyer as an adjustment to the Purchase Price an amount of equal to 6.4 multiplied by the difference between $10, 297,000 and such excess1997 operating profit, together with a sum equivalent to interest thereon on such amount at a the rate equal to the LIBOR Rate of 7% from the Closing Date to the date paid (the "Purchase Price Adjustment"). The amount of paymentthe Purchase Price Adjustment, if any, shall be deemed final, binding and conclusive at the same time as the Special Purpose 1997 Financial Statement is deemed final, binding and conclusive pursuant to Section 2.5(a). If A Purchase Price Adjustment, if any, shall become due and payable within two business days after it has become final, binding and conclusive, provided, however, Seller's obligation to pay such Purchase Price Adjustment shall be deemed satisfied if either Buyer or Seller has requested distribution of the Estimated Closing Net Cash Escrow Funds to Buyer in the amount of the Purchase Price Adjustment in accordance with the terms and conditions of the Escrow Agreement referred to in Section 2.5(d) below. Notwithstanding the foregoing, if any Purchase Price Adjustment payable by Seller to Buyer pursuant to Section 2.5(b)(i) exceeds the Closing Net Cashamount contained in the Escrow Account, Seller shall remain obligated to pay such excess to Purchaser fifty percent Buyer within two business days after such Purchase Price Adjustment is deemed final, binding and conclusive pursuant to this Section 2.5. (50%ii) If the 1997 operating profit of the Business as shown on the Special Purpose 1997 Financial Statement is greater than or equal to $10,297,000, then Seller shall not be obligated to pay any amount as Purchase Price Adjustment to Buyer. (iii) If Seller pays a Purchase Price Adjustment to Buyer pursuant to Section 2.5(b)(i) above, the deductible set forth in Section 9.2(b) for indemnification claims by Buyer under this Agreement shall be increased by the amount of such excessadjustment. (c) Buyer's sole and exclusive remedy for any breach of the representation and warranty set forth in the Certificate regarding consistency of the Special Purpose 1997 Financial Statement and the 1996 Sterno Profit & Loss Statement will be pursuant to the indemnification provisions of Article IX, together including without limitation the survival limitations and deductibility provisions set forth therein, provided, however, to the extent Buyer has received a Purchase Price Adjustment under Section 2.5(b)(i), it shall not be allowed to recover again under Article IX with respect to the same underlying circumstances or assertions. In addition, Buyer agrees it shall not have a claim for indemnification for breach of the representation and warranty set forth in the Certificate to the extent any such claim relates to allocated costs of the Business that are not relevant to Buyer's ongoing operation of the Business because, for example, Buyer will operate the Business in a different manner, because Buyer's cost structure regarding such items will be different, or for similar reasons. (d) At Closing, Buyer shall deposit $5,000,000 of the Purchase Price (the "Escrow Funds") into an escrow account (the "Escrow Account") maintained with a sum equivalent mutually agreed upon independent escrow agent (the "Escrow Agent"). Such Escrow Funds will be held for, and interest earned in such Escrow Funds will be paid to, the Escrow Agent for distribution to interest thereon at a rate equal Seller or Buyer as specified in an escrow agreement substantially in the form of Exhibit C hereto (the "Escrow Agreement") to be executed by Buyer, Seller and the Escrow Agent. Seller and Buyer agree that the Escrow Account shall be used to satisfy any obligations of Seller set forth in Section 2.5(b)(i), and, if and to the LIBOR Rate from extent that not all the Closing Date Escrow Funds are used to the date satisfy obligations of payment. Any such payment hereunder Seller pursuant to Section 2.5(b)(i), shall be made released by the Escrow Agent to Seller in accordance with Section 9.04 within five (5) Business Days after final determination the terms of the Statement Escrow Agreement. Notwithstanding the foregoing, if any Purchase Price Adjustment payable by Seller to an account designated Buyer pursuant to Section 2.5(b)(i) exceeds the amount contained in writing by Purchaser or Sellerthe Escrow Account, Seller shall remain obligated to pay such excess to Buyer within two business days after such Purchase Price Adjustment is deemed final, binding and conclusive pursuant to this Section 2.5. 5. Section 5.18 of the Purchase Agreement is hereby amended and restated to read in its entirety as the case may be.follows:

Purchase Price Adjustment. (a) Within Following the Closing, but in any event no later than ninety (90) days after the Closing Datethereafter, Seller Purchaser shall prepare cause to be prepared and deliver delivered to Purchaser SellerCo a statement (which shall be prepared in accordance with this Agreement and in a manner consistent with the “Statement”), setting forth the Net Cash as of the close of business on the Closing Date Reference Statement (the “Closing Net CashStatement”) determined setting forth its good faith calculation of the Closing Cash, Closing Indebtedness, Closing Net Working Capital, Transaction Expenses and the calculation of the Final Purchase Price resulting therefrom. The Closing Statement shall be prepared in accordance with Section 2.03the Group Companies’ historical accounting practices, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shallpolicies, and shall cause the Company tomethodologies, assist Seller and its representatives consistently applied, so long as consistent with GAAP, provided that in the preparation event of a conflict between the Statement Company’s historical accounting practices, policies and the conduct of the audit methodologies and GAAP, GAAP shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposescontrol. (b) Within thirty (30) days after receipt Purchaser shall make such information, working papers, books and records, personnel, resources and Representatives of the Group Companies available to SellerCo and its Representatives as may be reasonably requested by SellerCo to enable SellerCo and its Representatives to review the Closing Statement; provided that the obligation of Purchaser to provide such information, personnel and resources shall be at SellerCo’s sole expense and limited to normal business hours with reasonable prior notice and in such a manner so as not to interfere unreasonably with the conduct of the Group Companies’ Business. (c) In the event that SellerCo disputes the calculation of the Final Purchase Price set forth in the Closing Statement, SellerCo shall notify Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement in writing (the “Statement Dispute Notice”) of Objections”the amount (to the extent possible). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Statement shall become final nature and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller basis of such Statement of Objectionsdispute, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt delivery of the Closing Statement. In the event of such a dispute, Purchaser and SellerCo shall use their respective good faith efforts to resolve such dispute. (d) If Purchaser and SellerCo are unable to resolve all items in dispute set forth in the Dispute Notice within thirty (30) calendar days after delivery of the Dispute Notice, then any remaining items in dispute shall be submitted to PricewaterhouseCoopers (the “Audit Firm”), or if the Audit Firm is unable or unwilling to serve, then such dispute shall be submitted to a different nationally recognized accounting firm jointly chosen by Purchaser and SellerCo. If such disagreement and the determination of the Final Purchase Price is submitted to the Audit Firm for resolution, then (i) SellerCo and Purchaser shall execute any agreement(s) reasonably required by the Accounting Audit Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller accept their engagement pursuant to this Section 2.04(b2.9(d), which materials (ii) Purchaser shall promptly furnish or cause to be furnished to the Audit Firm such work papers and other documents and information relating to its computation of the Final Purchase Price as the Audit Firm may reasonably request and are available to Purchaser, (iii) each party shall be afforded the opportunity to present to such Audit Firm, with a copy to the other party, any other written material relating to such party’s computation of the Final Purchase Price, (iv) the Audit Firm shall review only those items that are in dispute and base its determination for each of the disputed items solely on the submissions of the parties and the relevant definitions contained herein, (v) the Audit Firm shall not attribute a value to any single disputed amount greater than the greatest amount proposed by either party nor an amount less than the least amount proposed by either party, (vi) the Audit Firm determination shall be made in accordance with the Group Companies’ accounting practices, policies, and methodologies, so long as consistent with GAAP, provided that in the event of a conflict between the Company’s historical accounting policies and GAAP, GAAP shall control, (vii) there shall be no ex parte communication between the Audit Firm and any of Purchaser or SellerCo or any of their respective Affiliates or Representatives, except for ministerial matters or other non-substantive communications or in the event a party declines, after reasonable notice, to participate in a communication involving the Audit Firm and the other party, (viii) all communications to the Audit Firm (including documentation or other evidence submitted to the Audit Firm) by or on behalf of a party shall be provided concurrently by or on behalf of such party to the other party, (ix) Purchaser and SellerCo shall instruct the Audit Firm to deliver all communications by the Audit Firm (including all requests for information or questions by the Audit Firm) to a party or its Representatives to be delivered concurrently by Seller the Audit Firm to the other party and its designated Representatives, and (x) SellerCo, on the one hand, and Purchaser, on the other hand, shall each bear the fees and costs of the Audit Firm in inverse proportion to the aggregate amount in dispute for which each of them is successful; provided, however, that the engagement agreement(s) referred to in clause (i) above may require the parties to be bound jointly and severally to the Audit Firm for those fees and costs and, therefore, in the event SellerCo or Purchaser pays to the Audit Firm an amount in excess of such party’s portion of the fees and costs of the Audit Firm’s engagement pursuant to this clause (x), the other party agrees to reimburse SellerCo or Purchaser, as the case may be, to the extent required to effect the cost-sharing with respect to the fees and costs of the Audit Firm set forth in this clause (x). The Audit Firm shall be instructed to render a decision no more than sixty (60) days from the date that the matter is referred to such firm and such decision shall be final and binding on the parties hereto and, in the absence of fraud or manifest error, shall not be subject to dispute or review. Following any such dispute resolution (whether by mutual agreement of the parties or by written decision of the Audit Firm), the Final Purchase Price (as determined in such dispute resolution) shall be deemed final. (e) Immediately upon the expiration of the thirty (30) day period for giving the Dispute Notice, if no such notice is given, or upon notification by SellerCo to Purchaser that no such notice will be given, Purchaser’s calculations set forth in the Closing Statement shall be final and binding on the parties hereto and shall not be subject to dispute or review. (f) If the Final Purchase Price (as set forth in the Closing Statement or as finally determined pursuant to Sections 2.9(d) and 2.9(e), as the case may be) is less than the Closing Cash Payment (the absolute value of such difference, the “Shortfall Amount”), SellerCo and Purchaser to the Accounting Firm shall, promptly deliver (but in any event within five (5) Business Days following the expiration of the ten (10determination of the Final Purchase Price) Business Day period referenced a joint written instruction to the Escrow Agent to pay to SellerCo from the Indemnity Escrow Account an amount equal to the Shortfall Amount; provided, however, that in the preceding sentence. The resolution of disputes by event the Accounting Firm Indemnity Escrow Amount has not yet been funded, Purchaser shall be entitled to offset the Shortfall Amount as provided in Section 2.5. (g) If the Final Purchase Price (as set forth in writing the Closing Statement or as finally determined pursuant to Sections 2.9(d) and shall be conclusive and binding upon the parties, and the Statement2.9(e), as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (cmay be) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which is greater than the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net CashEquity Value, Purchaser shall pay pay, or cause to Seller fifty percent (50%) of the be paid, to SellerCo an amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date such difference by wire transfer of immediately available funds to the date account of payment. If SellerCo set forth on the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent Funds Flow promptly (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made and in accordance with Section 9.04 any event within five (5) Business Days Days) after final determination of the Statement to an account designated in writing Final Purchase Price has been determined. (h) Any amounts payable under this Section 2.9 shall for all purposes be treated by Purchaser or Sellerand SellerCo as an adjustment to the Final Purchase Price for all Tax purposes, as to the case may beextent permitted by applicable Law.

Purchase Price Adjustment. (ai) At least three (3) Business Days before the Closing Date, the Company shall prepare or cause to be prepared, in accordance with United States generally accepted accounting principles ("GAAP"), consistently applied and those principles identified on Section 1.3(a) of the Disclosure Schedule, its good faith estimate of Working Capital. Purchaser shall review the preliminary Working Capital calculation, and shall either approve it or Purchaser and the Company shall work in good faith to reach agreement thereon in accordance with the terms of this Agreement, and those principles identified on Section 1.3(a) of the Disclosure Schedule. At the Closing, Purchaser shall pay to the Company the Purchase Price, plus (or minus) the amount by which such good faith estimate of Working Capital exceeds (or is less than) $1,853,000 (such payment, the "Closing Payment"). (ii) Within 100 days following the Closing Date, Purchaser shall deliver to the Company a final draft of a balance sheet presentation of the Assets and Assumed Liabilities and calculation of Working Capital as of the Effective Time, prepared in accordance with GAAP, consistently applied, and those principles identified on Section 1.3(a) of the Disclosure Schedule (the "Closing Statement"). In preparing the Closing Statement, the amount attributed to Accounts Receivable for purposes of calculating Working Capital shall not exceed the amount of Accounts Receivable included in the Assets and actually collected by Purchaser during the 90-day period following the Closing Date pursuant to Section 1.3(a)(vi) below. If the Company does not give Purchaser notice of the Company's objection to the Closing Statement (such notice must contain a statement of the basis of the Company's objection, to the extent known as of the time of the notice), within 30 days of receipt of the Closing Statement, then the Closing Statement (including the Working Capital calculation and amount of uncollected Accounts Receivable set forth therein) shall be final for purposes of this Agreement. (iii) If the Company shall have any objections to the Closing Statement or to any aspect thereof, Purchaser and the Company shall attempt in good faith to reach an agreement as to the matter in dispute. If Purchaser and the Company shall have failed to resolve such disputed matter within ten (10) Business Days after receipt of notice of such objection (or such longer period as mutually agreed by Purchaser and the Company) and all such disputed matters would involve more than $10,000, then any such disputed matter may, at the instance of Purchaser or the Company be submitted to and determined by a nationally recognized accounting firm that is independent from Purchaser and the Company and is reasonably acceptable to Purchaser and the Company (the "Independent Accounting Firm"). If the Purchaser and the Company cannot resolve all such disputed matters within ten (10) Business Days after receipt of notice of such objection (or such longer period as mutually agreed by Purchaser and the Company), and resolution of such disputed matters would not involve the payment of more than $10,000, then the Closing Statement shall be deemed to be accepted by each of the Company and Purchaser and shall be final, binding and conclusive on all parties hereto. The fees and expenses of the Independent Accounting Firm incurred in resolving the disputed matter shall be equitably apportioned by such accountants based upon the extent to which Purchaser or the Company are determined by such accountants to be the prevailing party (as further clarified and detailed, if necessary, in the engagement letter with the accountants). Purchaser and the Company each agree to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to cooperate with the Independent Accounting Firm in its resolution of the dispute. The determination of the Independent Accounting Firm will be made as promptly as practicable, provided that Purchaser and the Company shall request that the Independent Accounting Firm render its determination within sixty (60) days after submission of the disputed amounts for resolution by the Independent Accounting Firm. The definitive Closing Statement and calculation of Working Capital (the "Certified Statement") after resolution of any disputes pursuant to this Section 1.3(b), shall be verified by the Independent Accounting Firm as in accordance with the requirements of this Section 1.3 and shall be final, binding and conclusive on all parties hereto. (iv) On or before the third Business Day following the final determination of the Certified Statement, Purchaser or the Company, as the case may be, shall pay to the other party an amount such that following such payment, and taking into account the payments made on the Closing Date, Purchaser shall have paid to the Company the Purchase Price, plus (or minus) 100% of the amount by which the amount of Working Capital set forth on the Certified Statement exceeds (or is less than) $1,853,000. Payments shall be paid in immediately available funds by wire transfer to such account as designated in writing by the party receiving payment. (v) In the event that Purchaser and the Company agree that, based on the calculation of Working Capital, a payment will ultimately be required to be made pursuant to this Section 1.3(a) by the Company to Purchaser or by Purchaser to the Company, but the parties disagree regarding the magnitude of such payment, the amount of such payment which the parties do not dispute shall be paid promptly. (vi) Purchaser shall use reasonable commercial efforts to collect each Account Receivable included in the Assets, including disputed receivables, for a period of ninety (90) days after the Closing Date. Purchaser shall use the same efforts to collect such Accounts Receivable that Quaker Chemical Corporation normally uses to collect its own accounts receivable and shall not direct any of its customers to pay its receivables in preference to the Accounts Receivable; provided, however, that Purchaser shall be under no obligation to threaten or to institute any law suit or collection proceedings against any account debtor and Purchaser shall not be obligated to bear any expenses as a result of such collection activities other than the normal expenses of operating Purchaser's accounts receivable department. The Company shall cooperate with Purchaser in its collection efforts, including supplying such information and documents in its possession as are reasonably required. Subsequent to Closing and until that date which is ninety (90) days after the Closing Date, Seller Purchaser shall prepare and deliver to Purchaser provide the Company with a statement report within fifteen (15) days after the “Statement”), end of each calendar month setting forth the Net Cash as of amount collected from each customer included in the close of business on Accounts Receivable during the Closing Date (prior month. On the “Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, next Business Day beginning at Seller’s expense, an audit of the balance sheet of the Company as of the Closing Date in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to Purchaser. After least 91 days after the Closing Date, at Seller’s request, Purchaser shall, and shall cause assign to the Company toall of its right, assist Seller title and its representatives interest in and to any Accounts Receivable (and proceeds thereof) not included in the preparation calculation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes. (b) Within thirty (30) days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser Working Capital pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b1.3(a)(ii), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination Any proceeds received thereafter with respect to such assigned receivables shall be the undisputed portions property of the StatementCompany. Purchaser shall take all actions reasonably requested by the Company to cooperate with the Company in the collection of the Accounts Receivable assigned to the Company. Unless otherwise directed by the customer or reasonably apparent on the face of the payment (from the amount paid or otherwise), and no such determination for purposes of this Section 1.3(a), proceeds received with respect to the undisputed portions of the Statement any account or note receivable due from a particular customer shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed applied to calculate Net Cash reduce such customer's receivables in accordance with Section 2.03. The fees and expenses the order of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determinationtheir origination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, as the case may be.

Purchase Price Adjustment. a. Within one hundred and twenty (a) Within ninety (90120) days after the Closing Date, Seller Buyer shall prepare and deliver to Purchaser Seller a statement (the “Adjustment Statement”), ) setting forth the Net Cash as of the close of business on the Closing Date (the “Closing Net Cash”) determined in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have the right, but not the obligation, to conduct, at SellerBuyer’s expense, an audit of the balance sheet of the Company good faith determination as of the Closing Date of (i) the actual number of Subscribers, (ii) any material discrepancy regarding services delivered to or revenue received from Subscribers in accordance with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition of Net Cash from that properties set forth in Section 2.03 Exhibit 1.1.a, (iii) any Equipment not in materially good working order, (iv) any undisclosed financial liabilities or extend liens on the time frame in which Seller must deliver the Statement to Purchaser. After the Closing Date, at Seller’s request, Purchaser shallAssets, and shall cause (v) any other materially adverse circumstance affecting the Company to, assist Seller and its representatives in the preparation of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes. (b) Within thirty (30) days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”)Assets. If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day period, the The Adjustment Statement shall become final and binding upon both Parties on the parties. If Purchaser delivers a Statement of Objections tenth (10th) day following delivery thereof to Seller within unless Seller gives written notice of disagreement with the Adjustment Statement (a “Notice of Disagreement”) to Buyer prior to such thirty-day period, date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and relate solely to the review of the Adjustment Statement and the parties calculation of the Purchase Price adjustment. Each of Seller and Buyer promptly shall provide the other Party with access during normal business hours to any books, records, working papers or other information in its possession after the Closing Date reasonably necessary or useful in the preparation of the Adjustment Statement and Notice of Disagreement. b. If the Parties cannot resolve any such objection within ten (10) Business Days after negotiate a mutually acceptable resolution of the receipt by proposed Purchase Price adjustment, Seller of such Statement of Objections, any remaining disputes and Buyer shall be resolved by Ernst & Young LLP submit to an independent public accounting firm (the “Accounting FirmIndependent Accountants”)) for review and resolution all matters arising under this Section 4.3 that remain in dispute. The Accounting Firm Independent Accountants shall be instructed a nationally recognized certified public accounting firm agreed upon by Seller and Buyer, which firm shall not have performed services for either Party or their respective affiliates during the preceding three (3) years. The Independent Accountants shall render a decision resolving the matters submitted to resolve such disputes the Independent Accountants within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(bfollowing submission thereto (or as soon thereafter as reasonably practicable), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm Independent Accountants shall be apportioned between shared equally by Buyer and Seller. In the event that Seller and Purchaser Buyer shall have failed to agree upon the Independent Accountants within ten (10) days after either shall have given Notice of Disagreement, then upon application of either Buyer or Seller the Independent Accountants shall be appointed by the Accounting Firm based on American Arbitration Association through its New York office. In such case, the degree to which Seller’s fees and Purchaser’s claims were unsuccessful and expenses charged by the American Arbitration Association shall be paid shared equally by Seller Buyer and Purchaser in accordance with such determinationSeller. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial c. Any Purchase Price Adjustment in favor of Buyer shall be increased applied to any monies owed Seller by fifty percent (50%) of Buyer under the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of paymentCall Center and Billing Services Agreement. Any such payment hereunder Purchase Price Adjustment in favor of Seller shall be made in accordance with Section 9.04 within five (5) Business Days after final determination by wire transfer of the Statement immediately available funds to an account designated in writing by Purchaser or Seller, as the case may be.

Purchase Price Adjustment. A post-closing adjustment to the Purchase Price shall be made as follows. (a) Within ninety On or before the thirtieth day after the Closing, or as soon as practicable thereafter, the Purchaser, at its cost and expense, shall prepare and provide to the Sellers' Representative a balance sheet reflecting the consolidated total assets and total liabilities of the Companies (90as defined in Section 1.6) days after as of the Closing Date; provided, Seller however, that the assets included on Schedule 1.2(b) shall prepare not be included in such total assets, and, provided, further, that any and deliver all outstanding checks written by any Company prior to Purchaser a statement (the “Statement”)Closing on any foreign bank accounts, setting forth the Net Cash as funds of which have been liquidated and distributed to the Sellers, which have not cleared prior to the close of business on the day before the Closing Date shall be included in such total liabilities (the “"Closing Date Balance Sheet"). The difference between the total assets and total liabilities as reflected on the Closing Date Balance Sheet, as finally determined, is referred to as the "Net Cash”) determined Asset Amount." The Purchaser shall prepare the Closing Date Balance Sheet in accordance with Section 2.03GAAP, together as consistently applied by the Parent Companies and consistent with any supporting information that Purchaser may reasonably request. In connection with preparing the Statement, Seller shall have methodology utilized in the right, but not the obligation, to conduct, at Seller’s expense, an audit calculation of the balance sheet of the Company Target Net Asset Amount as reflected on Schedule 1.3(d), provided that for purposes of the Closing Date Balance Sheet, employee vacation days and sick days shall be accrued for in accordance with generally accepted auditing standards; providedGAAP, however, that nothing in this sentence shall either change regardless of the definition past practices of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement to PurchaserCompanies. After the Closing Date, at Seller’s request, Purchaser shall, and shall cause the Company to, assist Seller The Sellers' Representative and its representatives shall have the right to observe the work performed by the Purchaser or its representatives in connection with the preparation of the Statement Closing Date Balance Sheet and shall have the conduct right to examine and make copies of the audit work papers and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to such other documents that are generated or reviewed in connection with the personnel, properties and books and records preparation of the Company for such purposesClosing Date Balance Sheet. (b) Within The Sellers' Representative shall have thirty (30) days after receipt of the StatementSellers' Representative receives the Closing Date Balance Sheet to review such balance sheet (the "Sellers' Review Period"). If, within the Sellers' Review Period, the Sellers' Representative notifies the Purchaser in writing that it is unwilling to accept any items on the Closing Date Balance Sheet, specifically identifying the items and amounts in dispute and the basis for such dispute (the "Sellers' Notice"), then the Sellers' Representative and the Purchaser shall deliver use their reasonable efforts to Seller a written statement describing its objectionsreach agreement within the thirty days following the delivery of Sellers' Notice, if any, to or such longer period as may be agreed upon by the Statement Sellers' Representative and the Purchaser (the “Statement of Objections”"Resolution Period"), with respect to such disputed items or amounts. If Purchaser the Sellers' Representative does not deliver a Statement Sellers' Notice prior to the end of Objections the Sellers' Review Period, then the Sellers' Representative shall be deemed to Seller within have accepted in full the Closing Date Balance Sheet prepared by the Purchaser and such thirty-day period, the Statement balance sheet shall become final and binding upon the partiesnot be subject to any further review or change. If Purchaser the Sellers' Representative timely delivers a Statement of Objections Sellers' Notice to Seller within such thirty-day periodthe Purchaser, then any items or amounts on the Closing Date Balance Sheet not identified in writing as a disputed item on the Sellers' Notice shall be deemed to have been accepted by the Sellers' Representative and shall not be subject to any further review or change. (c) If the Sellers' Representative and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed Purchaser fail to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any reach a mutually agreeable determination with respect to the undisputed portions Closing Date Balance Sheet within the Resolution Period, then the Sellers' Representative and the Purchaser shall submit the unresolved disputed items to an independent nationally recognized firm of certified public accountants not currently providing services to any Party and mutually agreed upon by the Sellers' Representative and the Purchaser, which agreement shall not be unreasonably withheld (the "Reviewing Accountants"). The Sellers' Representative and the Purchaser shall direct the Reviewing Accountants to resolve such unresolved disputed items within thirty days of submission or as soon thereafter as is practicable. The Reviewing Accountants' determination shall be made on the same basis as the Closing Date Balance Sheet, shall be final and binding on the Parties, and judgment on such determination may be entered in any court having jurisdiction. The Sellers, jointly and severally, and the Purchaser shall each be responsible for one-half of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm Reviewing Accountants. Any agreement as to the Closing Date Balance Sheet shall be apportioned between Seller in writing and Purchaser signed by the Accounting Firm based on Sellers' Representative and the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (cd) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which As reflected on the Closing Date Balance Sheet, as finally determined, if the Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash Asset Amount is less than the Estimated Closing amount indicated on Schedule 1.3(d) (the "Target Net Cash. If Asset Amount"), which is the Closing Net Cash exceeds amount reflected on the Estimated Closing Net CashSeptember 30, Purchaser 2000 balance sheet (the calculation of which is set forth on Schedule 1.3(d)), then the Sellers, jointly and severally, shall be obligated promptly to pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal deficiency to the LIBOR Rate from Purchaser in immediately available funds as directed by the Purchaser. (e) As reflected on the Closing Date Balance Sheet, as finally determined, if the Net Asset Amount is greater than the Target Net Asset Amount, then the Purchaser shall be obligated promptly to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal excess to the LIBOR Rate from Sellers in immediately available funds as directed by the Closing Date to the date of Sellers. (f) The payment. Any such payment hereunder , if any, required by this Section 1.3 shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement referred to an account designated in writing by Purchaser or Seller, as the case may be"Purchase Price Adjustment."

Purchase Price Adjustment. (a) Within ninety (90) days after On the business day immediately preceding the Closing Date, Seller shall prepare and deliver to Purchaser a PRGI, an estimated cash flow statement of total cash received by Seller in respect of the Business less total cash disbursements for the period from and including the Effective Date to and including the day immediately preceding the Closing Date (the “Statement”"Interim Period Cash Flow"), setting forth detailing all such amounts by category of payment (the Net "Cash Flow Statement"). PRGI shall be entitled to reimbursement, at Closing, of the Interim Period Cash Flow, plus the following cash payments made in respect of the Business during the period from and including the Effective Date to and including the day immediately preceding the Closing Date: (i) the amount, if any, by which disbursements to Seller during said period (but not including the distribution of any cash or cash equivalents in the Business as of the close of business on August 31, 1998) exceed the Closing commissions paid to Seller for audit and related management counseling services performed by Seller prior to the Effective Date (the “Closing Net Cash”) determined solely in accordance with Section 2.03, together with any supporting information that Purchaser may reasonably request. In his capacity as an auditor in connection with preparing claims submitted to suppliers of customers prior to Closing and (ii) any amounts paid during the Statement, Seller shall have period from and including the right, but not the obligation, Effective Date to conduct, at Seller’s expense, an audit of the balance sheet of the Company as of and including the Closing Date in accordance respect of the following liabilities: (A) Seller Transaction Expenses, (B) non-trade payables (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), (C) non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), (D) commissions payable as of the Effective Date in respect of accounts receivable collected by Seller prior to the Effective Date; (E) all amounts owed to Seller under the Principal Agreement or otherwise (except for advances used to pay normal trade payables directly relating to the Business to be acquired by PRGI incurred on or after the Effective Date or for commissions owed to Seller for audit and related management counseling services performed by Seller solely in his capacity as an auditor in connection with generally accepted auditing standards; provided, however, that nothing in this sentence shall either change the definition claims submitted to suppliers of Net Cash from that set forth in Section 2.03 or extend the time frame in which Seller must deliver the Statement Customers prior to Purchaser. After the Closing Date, at Seller’s request, Purchaser shallClosing), and shall cause (F) all amounts owed to Persons other than Seller (except for normal trade payables directly relating to the Company to, assist Seller and its representatives Business to be acquired by PRGI pursuant hereto incurred in the preparation ordinary course of the Statement and the conduct of the audit and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties and books and records of the Company for such purposes. business) (b) Within thirty (30) days after receipt of the Statement, Purchaser shall deliver to Seller a written statement describing its objections, if any, to the Statement (the “Statement of Objections”). If Purchaser does not deliver a Statement of Objections to Seller within such thirty-day periodcollectively, the Statement shall become final and binding upon the parties. If Purchaser delivers a Statement of Objections to Seller within such thirty-day period, and the parties cannot resolve any such objection within ten (10) Business Days after the receipt by Seller of such Statement of Objections, any remaining disputes shall be resolved by Ernst & Young LLP (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve such disputes within thirty (30) days after receipt by the Accounting Firm of the materials delivered by Seller to Purchaser pursuant to Section 2.04(a) and by Purchaser to Seller pursuant to this Section 2.04(b), which materials shall be delivered by Seller and Purchaser to the Accounting Firm within five (5) Business Days following the expiration of the ten (10) Business Day period referenced in the preceding sentence. The resolution of disputes by the Accounting Firm shall be set forth in writing and shall be conclusive and binding upon the parties, and the Statement, as modified by such resolution, shall become final and binding upon the date of such resolution. The determination of the Accounting Firm for any item in dispute cannot be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement, in the case of Seller, or in the Statement of Objections, in the case of Purchaser. The Accounting Firm shall have no right to make any determination with respect to the undisputed portions of the Statement, and no such determination with respect to the undisputed portions of the Statement shall be binding on Seller or Purchaser. The Accounting Firm shall be instructed to calculate Net Cash in accordance with Section 2.03. The fees and expenses of the Accounting Firm shall be apportioned between Seller and Purchaser by the Accounting Firm based on the degree to which Seller’s and Purchaser’s claims were unsuccessful and shall be paid by Seller and Purchaser in accordance with such determination. (c) Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash. If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess"Interim Period Reimbursable Liabilities," which, together with a sum equivalent Interim Period Cash Flow, is referred to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment. Any such payment hereunder shall be made in accordance with Section 9.04 within five (5) Business Days after final determination of the Statement to an account designated in writing by Purchaser or Seller, herein as the case may be"Reimbursable Cash").