Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. (a) No later than five (5) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting

Purchase Price Adjustment. (a) No later than Sellers shall, at least five (5) Business Days business days prior to the anticipated Closing Date, Seller shall deliver cause to be prepared and delivered to Buyer a certificate statement (the “Initial Closing CertificatePreliminary Statement”), executed by an executive officer of Seller, which shall set setting forth a calculation by Seller of Seller’s Sellers’ good faith estimate of each of the Modified Net Working Capital (including each component thereof) as of the Closing Date (the “Estimated Closing Date Modified Net Working Capital”). On ) and the Business Day prior to Capital Expenditure Account Balance as of the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate Date (the “Final Closing CertificateDate Capital Expenditure Account Balance”), executed by an executive officer . The estimate of Seller, which shall set forth an updated calculation by Seller of the Estimated Closing Date Modified Net Working Capital (including each component thereof) is referred to reflect any changes in herein as the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate “Estimated Modified Net Working Capital” and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case estimate of the Initial Closing Certificate) Date Capital Expenditure Account Balance is referred to herein as the Business Day on which the Initial “Estimated Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Date Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excessExpenditure Account Balance. ” (b) Within sixty forty-five (6045) calendar days following after the Closing Date, Buyer shall prepare cause to be prepared and deliver delivered to Seller Sellers a certificate statement (the “Statement”), executed by an executive officer of Buyer, which shall set ) setting forth Buyer’s calculation calculations of the Net Working Capital (including each component thereof) (the “Closing Date Modified Net Working Capital”, the Closing Date Capital Expenditure Account Balance and the components and calculation of each, which comments and calculations shall be included and made in accordance with Section 1.2 of the Disclosure Letter and, to the extent not provided for therein, GAAP (in each case as and to the same extent determined pursuant to Section 1.2(c)(ii)). For purposes of preparing At the Statementsame time, Buyer shall make also cause to be prepared and delivered to Sellers a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility statement (the “Inventory CountAdjustment Statement”) setting forth the calculation (whether a positive or negative number) of (i) the amount of the Closing Date Modified Net Working Capital as shown on the Statement minus the Estimated Modified Net Working Capital plus (ii) the Closing Date Capital Expenditure Account Balance minus the Estimated Closing Date Capital Expenditure Account Balance (the sum of such amounts, whether a positive or negative number, the “Adjustment Amount”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such Sellers and their accountants with access to Seller (the relevant books and records of the Company and the Sellers Employees to the extent required in connection with their review of and any accountants or other representatives of Seller), including by providing dispute with respect to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments Adjustment Statement and shall furnish Sellers with any other information that might be relevant to the calculation of Closing Date Modified Net Working Capital that Seller believes should be madeor the Closing Date Capital Expenditure Account Balance. If Seller does deliver a Dispute Notice during such 45-day periodIf, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with prior to the final resolution of all disputed items on the Statement or the Adjustment Statement, then additional information shall become known to Buyer or Sellers that would change the amount of the Closing Date Modified Net Working Capital or the Closing Date Capital Expenditure Account Balance shown on the Statement or the calculation thereof, then Buyer shall become final amend the Statement and binding on all parties hereto and Adjustment Statement to reflect such additional information. Buyer or Sellers shall be deemed promptly notify Sellers or Buyer, as applicable, upon becoming aware of any additional information prior to be the Final Statement. In end of the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties heretoResolution Period. (c) After receipt of the Statement and the Adjustment Statement, Sellers will have thirty (30) calendar days from receipt to review the Statement and the Adjustment Statement together with the workpapers used in their preparation. Unless Sellers deliver to Buyer written notice setting forth in reasonable detail the specific items disputed by Sellers and a written statement setting forth Sellers’ calculation of each line item shown on the Statement so disputed and the amount in dispute (the “Sellers’ Statement”) on or prior to the thirtieth (30th) day after receipt of the Statement and the Adjustment Statement, Sellers will be deemed to have accepted and agreed to the Statement and the Adjustment Statement and such agreement will be final, binding and conclusive. Any items on the Statement or Adjustment Statement as to which Sellers have not given notice of their objection and provided an alternative calculation on Sellers’ Statement will be deemed to have been agreed upon by the Parties, subject to the penultimate sentence of Section 1.3(b). If Sellers so notify Buyer of their objections to any of the Statement or the Adjustment Statement and provide Buyer with Sellers’ Statement in a timely manner, Buyer and Sellers will, within thirty (30) calendar days following such notice (the “Resolution Period”), attempt to resolve their differences. Any resolution by Buyer and Sellers during the Resolution Period as to any disputed amounts will be final, binding and conclusive. If the amount claimed by Buyer on the Adjustment Statement to be owed by Sellers is less than the Escrow Amount, then, promptly after delivery of the Adjustment Statement, any amount on deposit in the Escrow Account that is in excess of the amount claimed by Buyer to be owed by Sellers under this Section shall be distributed from the Escrow Account to Sellers in accordance with the Escrow Agreement, and Buyer agrees to reasonably cooperate with Sellers in any necessary joint instruction to the Escrow Agent. Money released from the Escrow Account to Sellers shall be distributed to Sellers in accordance with the Sharing Percentages set forth on Annex A. If Buyer and Seller Sellers do not resolve all disputed items by the end of the Resolution Period, then all items remaining in dispute will be submitted within ten (10) days after the expiration of the Resolution Period to a national independent accounting firm mutually acceptable to Buyer and their respective accountants are unable Sellers (the “Neutral Accounting Arbitrator”); it being understood that no member of the Neutral Accounting Arbitrator’s engagement team shall have an existing professional relationship with Buyer or any of its Affiliates. The Neutral Accounting Arbitrator shall act as an arbitrator to resolve any dispute specified determine only those items in dispute. All fees and expenses relating to the work, if any, to be performed by the Neutral Accounting Arbitrator will be allocated between Buyer, on the one hand, and Sellers, on the other hand, in inverse proportion as they shall prevail on the amounts of such disputed items so submitted (as finally determined by the Neutral Accounting Arbitrator). The Neutral Accounting Arbitrator will deliver to Buyer and Sellers a Dispute Notice written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Neutral Accounting Arbitrator by Sellers and Buyer) of the disputed items within thirty (30) days of Seller’s delivery receipt of such Dispute Noticethe disputed items (or as soon as practicable thereafter), such which determination will be final, binding and conclusive. The final, binding and conclusive Statement and Adjustment Statement, which either are agreed upon by Buyer and Sellers or are delivered by the Neutral Accounting Arbitrator in accordance with this Section 1.3, will be the “Conclusive Statement” and the “Conclusive Adjustment Statement,” respectively. In the event that either Buyer or Sellers fails to submit its statement regarding any items remaining in dispute shall be resolved within the time determined by a jointly selected Top Six the Neutral Accounting Firm Arbitrator, then the Neutral Accounting Arbitrator shall (d) If the Adjustment Amount as shown on the Conclusive Adjustment Statement (the “Independent Accounting FirmConclusive Adjustment Amount”) retained is a negative number, then the Cash Consideration will be reduced by Seller the amount of the Conclusive Adjustment Amount, but not in excess of the Escrow Amount, and Buyer shall be entitled to resolve any remaining disputes between payment of such amount from the Escrow Account by wire transfer of immediately available funds to an account or accounts designated by the Party entitled to receive such funds (and Sellers agree to cooperate reasonably in facilitating such payment, including by executing and delivering an appropriate joint instruction to the Escrow Agent). If the Conclusive Adjustment Amount is a positive number, then the Cash Consideration will be increased by the amount of the Conclusive Adjustment Amount, but not in excess of the Escrow Amount, and Buyer shall pay to Sellers cash equal to such amount, to be paid to an account or accounts designated in writing by Sellers prior to the date when such payment is due. All payments to be made pursuant to this Section 1.3(d) will be made on the fifth business day following the date on which Buyer and Seller specified Sellers agree to, or the Neutral Accounting Arbitrator delivers, the Conclusive Statement and the Conclusive Adjustment Statement and, in the Dispute Noticecase of payment to Buyer, instruct the Escrow Agent by joint written instruction accordingly. The Independent AccountingIf the Conclusive Adjustment Amount is a positive number, or is a negative amount that is less than the amount remaining on deposit in the Escrow Account, then, promptly after determination of the Conclusive Adjustment Amount, any amount remaining on deposit in the Escrow Account that is in excess of the lesser of the Conclusive Adjustment Amount and the Escrow Amount shall be distributed from the Escrow Account to Sellers in accordance with the Escrow Agreement, and Buyer agrees to reasonably cooperate with Sellers in any necessary joint instruction to the Escrow Agent. Money released from the Escrow Account to Sellers shall be distributed to Sellers in accordance with the Sharing Percentages set forth on Annex A. (e) Buyer acknowledges and agrees that its sole and exclusive remedy for any amount due to it pursuant to this Section 1.3 shall be its right to payment from the Escrow Account in an amount not to exceed the Escrow Amount. Sellers acknowledge and agree that their sole and exclusive remedy for any amount due to them pursuant to this Section 1.3 shall be the right to payment from Buyer in an amount not to exceed the Escrow Amount.

Purchase Price Adjustment. (a) No later than five The target consolidated net asset value (5the "NAV") of the Company and the Acquired Subsidiaries as of the Closing Date is one hundred and thirty-three million four hundred thousand Hong Kong dollars (HK$ 133,400,000) (such target NAV, the "Target NAV"). (b) At least three (3) Business Days prior to the anticipated Closing Date, Seller shall prepare and deliver to Buyer Purchaser a certificate (the “Initial Closing Certificate”), executed by an executive officer statement setting forth a reasonably detailed calculation of Seller, which shall set forth a calculation by Seller of Seller’s 's good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated the NAV of the Company and the Acquired Subsidiaries as of the Closing Date (the "Estimated NAV"), prepared in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall accordance with (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case books and records of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate Company and the Statement) one (1) Business Day preceding the Closing DateAcquired Subsidiaries, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as accounting principles for NAV set forth in Schedule 3.3 (the Final Closing Certificate exceeds "NAV Accounting Principles") and (ii) an adjustment to the Reference Net Working Capital as set forth Base Purchase Price (such adjustment, the "Estimated Purchase Price Adjustment", and the sum of the Base Purchase Price and the Estimated Purchase Price Adjustment being the "Estimated Purchase Price")), which may be positive or negative, equal to the Estimated NAV minus the Target NAV. The purchase price to be paid by Purchaser on the Closing Schedule, Date pursuant to Section 3.2 will be increased (or decreased by an such amount equal to if negative) by the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excessPurchase Price Adjustment. (bc) Within sixty Purchaser shall prepare and deliver to Seller, within ninety (6090) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate statement (the “"Closing Statement”), executed by an executive officer of Buyer, which shall set ") setting forth Buyer’s a reasonably detailed calculation of (i) the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count NAV of the Company’s inventory (including raw materials inventory, work-in-process, tooling Company and finished goods) located at the Facility (the “Inventory Count”), Acquired Subsidiaries as of the Measurement TimeClosing Date (the "Final NAV"), prepared in accordance with (A) the Agreed books and records of the Company and the Acquired Subsidiaries and (B) the NAV Accounting Principles, (ii) a reasonably detailed explanation of each variance from the Estimated NAV, (iii) an aggregate adjustment to the Base Purchase Price (such adjustment, the "Final Purchase Price Adjustment", and the sum of the Base Purchase Price and the Final Purchase Price Adjustment being the "Final Purchase Price")), which may be positive or negative, equal to the Final NAV minus the Target NAV, and (iv) a true-up amount (the "True-up Amount"), which may be positive or negative, equal to the Estimated Purchase Price Adjustment minus the Final Purchase Price Adjustment. (d) Seller shall have twenty (20) days from its receipt of the Closing Statement (the "Objection Period") to review the Closing Statement. Purchaser shall grant Seller and its Affiliates and Representatives access at reasonable times and places to all books and records of the Company and the Acquired Subsidiaries that are reasonably requested by Seller in connection with Seller's review of the Closing Statement. Upon the expiration of the Objection Period, Seller shall be deemed to have accepted, and shall be bound by, the Closing Statement and the calculation therein of the Final Purchase Price Adjustment, unless Seller shall have informed Purchaser in writing of its disagreement with the Closing Statement prior to the expiration of the Objection Period (the "Objection"), specifying each disputed item and setting forth in reasonable detail the basis for each such dispute (each, a "Disputed Item"). Purchaser shall have twenty (20) days from the date on which it receives the Objection (the date on which such twenty (20) day period ends, the "Response Date") to review and respond to such Objection. If Purchaser and Seller are able to negotiate a mutually agreeable resolution of each Disputed Item, and each signs a certificate to that effect, the Closing Statement and the calculation therein of the Final Purchase Price Adjustment, and, if applicable, the True-up Amount, as adjusted to reflect such resolution, shall be deemed final, non-appealable and binding for purposes of this Agreement. If within twenty (20) days of the Response Date any Disputed Items have not been resolved, Seller and Purchaser shall refer such Disputed Items to an accounting expert (the "Accounting Referee"), who shall be a partner in the Hong Kong office of the accounting firm of Ernst & Young (or if unable or unwilling to accept such mandate, an independent accountant to be mutually agreed upon by Seller and Purchaser) and who shall accept its appointment within five (5) days after such referral, to make a final, non-appealable and binding determination as to such remaining Disputed Items pursuant to the terms hereof. If Purchaser and Seller cannot agree on the selection of a partner at an independent accounting firm to act as the Accounting Referee, the parties shall request the ICC to appoint such a partner (who must be an active or recently retired accounting expert with substantial experience with complex financial transactions of the type set forth in this Agreement) and such appointment shall be conclusive and binding on the parties. The Accounting Referee shall be directed to make a determination in accordance with Section 3.3(f) below of the Disputed Items promptly, but no later than thirty (30) days, after acceptance of its appointment. Seller and its accountants (Purchaser agree to use their commercially reasonable efforts to effect the selection and appointment of the Accounting Referee pursuant to this Section 3.3(e), including executing an engagement agreement with the Accounting Referee providing for reasonable and customary compensation and other representatives) terms of such engagement. Seller and Purchaser shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates make readily available to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at Accounting Referee all reasonable times, the properties, relevant books, records and work papers employees of the CompanyCompany and the Acquired Subsidiaries that are reasonably requested by the Accounting Referee in connection with the Accounting Referee's review of any Disputed Items; provided that Seller, Buyer Purchaser and its accountants, and personnel their respective Affiliates shall not be obligated to provide any information the disclosure of Buyer and/or the Company (and Buyer shall which would jeopardize any professional privilege available to such Person relating to such information or which would cause such personnel Person to cooperate breach a confidentiality obligation to which it is bound; and work in good faith with provided further that Seller), for purposes of reviewing Purchaser and their respective Affiliates shall use their best efforts to minimize the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies effects of any books, records and/or work papers requested by Seller, within three such limitations. (3e) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period If Disputed Items are referred to below the Accounting Referee for resolution pursuant to Section 3.3(d) above, the Accounting Referee (i) shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments determine only with respect to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day periodDisputed Items submitted whether and to what extent, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of if any, the resolution of any disputed matter Final Purchase Price Adjustment set forth in the Dispute Notice)Closing Statement and, if applicable, the True-up Amount requires adjustment, (ii) shall utilize the NAV Accounting Principles without modification and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. If Seller fails to deliver Any finding by the Accounting Referee shall be a Dispute Notice to Buyer within such 45reasoned award stating in reasonable detail the findings of fact on which it is based, shall be final, non-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final appealable and binding on all upon the parties hereto and shall be deemed the sole and exclusive remedy between the parties regarding the Disputed Items so presented. The fees and expenses of the Accounting Referee shall be borne by Seller and Purchaser in the same proportion that the dollar amount of Disputed Items which are not resolved in favor of Seller or Purchaser, as applicable, bears to be the Final Statementtotal dollar amount of Disputed Items resolved by the Accounting Referee. In For illustration purposes only, (A) if the event that total amount of Disputed Items by Seller shall deliver a Dispute Notice to Buyer within such 45-day periodis $1,000, and Seller is awarded $500 by the Accounting Referee, Seller and Buyer Purchaser shall bear the Accounting Referee's fees and their respective accountants shall cooperate in good faith to resolve any dispute(sexpenses equally; or (B) specified therein as promptly as possibleif the total amount of Disputed Items by Seller is $1,000, and any resolution Seller is awarded $250 by them as to any matter specified the Accounting Referee, Seller shall bear seventy-five percent (75%) and Purchaser shall bear twenty-five percent (25%) of the Accounting Referee's fees and expenses. Each of Seller and Purchaser shall bear the fees, costs and expenses of its own accountants and all of its other expenses incurred in the Dispute Notice shall be final and binding on the parties heretoconnection with matters contemplated by this Section 3.3. (cf) If Buyer and the True-up Amount is a positive number, then Seller and their respective accountants are unable shall pay to resolve any dispute specified Purchaser such amount in cash. If the True-up Amount is a Dispute Notice within thirty (30) days negative number, then Purchaser shall pay to Seller such amount in cash. Payment of Seller’s delivery of such Dispute Notice, such dispute the True-up Amount calculated pursuant to this Section 3.3 shall be resolved by a jointly selected Top Six Accounting Firm made (the “Independent Accounting Firm”i) retained if no Objection is made by Seller and Buyer during the Objection Period, within five (5) Business Days following the expiration of the Objection Period or (ii) if Seller submits an Objection within the Objection Period, within five (5) Business Days following final resolution of all Disputed Items by the parties or the Accounting Referee. Payment of the True-up Amount shall be made by wire transfer of immediately available funds to resolve any remaining disputes between Buyer and Seller specified in an account designated by the Dispute Notice. The Independent Accountingparties receiving such funds.

Purchase Price Adjustment. (a) No later than two (2) Business Days prior to an anticipated Closing Date, Seller Parent shall allow Buyer Parent and its Representative to inspect the quantity and quality of the Inventory and the Tangible Personal Property. At or prior to such inspection, Seller Parent shall provide Buyer Parent with details of the Inventory and the Tangible Personal Property in the form and manner, and calculated in accordance with the rules and procedures, set forth in Schedule 2.06. (b) At least five (5) Business Days prior to the an anticipated Closing Date, Seller Parent shall prepare and deliver to Buyer Parent a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation good faith and reasonable estimate by Seller of Seller’s good faith estimate Parent of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller Inventory Value as of the Estimated Net Working Capital (including each component thereof) to reflect any changes Value Determination Time and the Tangible Personal Property Value as of the Value Determination Time, respectively, presented in the calculation form and manner, and calculated in accordance with the rules and procedures, set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing CertificateSchedule 2.06 (such amount, the Final Closing Certificate “Preliminary Inventory Value” and the Statement, “Preliminary Tangible Personal Property Value,” respectively). (ic) any Current Assets or Current Liabilities that are denominated in pound sterling The “Preliminary Closing Purchase Price” shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at as adjusted by the Closing Adjustment. As used herein, the “Closing Adjustment” shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount Preliminary Inventory Value, less $7,722,759 (the value of such excess, or (II) decreased, if the Reference Net Working Capital Inventory as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth shown in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation balance sheet of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), Business as of the Measurement TimeBalance Sheet Date, a copy of which is attached hereto as Appendix 1), plus the Preliminary Tangible Personal Property Value, and less $1,462,934 (the value of the inventories and the value of the property, plant & equipment, respectively, as shown in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have balance sheet of the right to be physically present duringBusiness as of the Balance Sheet Date, participate in and monitor the Inventory Counta copy of which is attached hereto as Appendix 1); provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring excess of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of difference between $1,462,934 and the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect Preliminary Tangible Personal Property Value over $2,000,000 shall be given to any new accounting pronouncements that may be issued following disregarded. If the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable timesAdjustment is a positive number, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below Closing Purchase Price shall be extended increased by the number of days it takes Buyer to provide such access in excess an amount of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be madeexcess. If Seller does deliver the Closing Adjustment is a Dispute Notice during such 45-day periodnegative number, then only those matters that are specified in such Dispute Notice the Closing Purchase Price shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution decreased by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery an amount of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accountingdeficiency.

Purchase Price Adjustment. (a) No later than five (5) Business Days prior The parties acknowledge that Acquired Company should have sufficient funds to the anticipated Closing Date, Seller shall deliver to Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, pay (i) any Current Assets or Current Liabilities Acquired Company's payrolls and payroll tax liabilities that are denominated in pound sterling shall be converted into United States dollars at due as of the Conversion Rate Closing Date ("Current Payroll") and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case checks and/or debits of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer Acquired Company issued and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth outstanding on the Closing ScheduleDate ("Float"). Accordingly, by in the event that Acquired Company has funds on the Closing Date in excess the amount required to pay Acquired Company's Current Payroll and Float, then an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth difference between Acquired Company's cash position on the Closing Schedule exceeds Date, on the Estimated Net Working Capital as set forth one hand, and Acquired Company's Current Payroll and Float, on the other hand, shall be added to the next succeeding payment to the Shareholders pursuant to the Epixtar Note. However, in the Final event that Acquired Company has insufficient funds on the Closing CertificateDate to pay Acquired Company's Current Payroll and Float, by then an amount equal to the amount of such excessdifference between Acquired Company's cash position on the Closing Date, on the one hand, and Acquired Company's Current Payroll and Float, on the other hand, shall be deducted from the next succeeding payment to the Shareholders pursuant to the Epixtar Note (collectively, the "Post Closing Adjustment"). (b) Within sixty (60) days following Before taking any steps to make the Post Closing DateAdjustment, Buyer Epixtar shall prepare and deliver to Seller a certificate statement detailing the Post Closing Adjustment. If at least two (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation 2) of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right Shareholders object to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer Epixtar in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery the date of receipt of such Dispute Noticestatement, such dispute then the Post Closing Adjustment shall be resolved determined by a jointly selected Top Six Accounting Firm Arbitration (as hereinafter defined) pursuant to Section 7.1 hereof. If there is no such objection, Epixtar shall make such Post Closing Adjustment to the “Independent Accounting Firm”) retained by Seller and Buyer next succeeding payment pursuant to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent AccountingEpixtar Note.

Purchase Price Adjustment. (a) No Seller shall prepare and deliver to Buyer, no later than five (5) Business Days prior to the anticipated Closing DateDate the following: (i) a combined balance sheet of the Devices & Services Business, Seller shall deliver to Buyer a certificate (as of the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) previous Monthly Period End (the “Estimated Net Working CapitalClosing Balance Sheet”). On , prepared by Seller in accordance with the Business Day prior to Accounting Principles; (ii) a combined EBITDA and CAPEX statement for the anticipated Closing DateDevices & Services Business, Seller shall deliver to Buyer an updated Initial Closing Certificate as of the Seller’s previous Monthly Period End (the “Final Estimated Closing CertificateCash Earnings”), executed prepared by an executive officer of Seller, which shall set forth an updated Seller and in accordance with the Accounting Principles; (iii) a detailed calculation by Seller of the Estimated Adjustment Amount (including the Net Cash Adjustment, Net Working Capital Adjustment, Cash Earnings Adjustment and Seller Transaction Expenses and the Exhibit O Adjustment Amount) as of the Seller’s previous Monthly Period End based on the Estimated Closing Balance Sheet and the Estimated Closing Cash Earnings (including each component thereofthe “Estimated Adjustment Amount”) to reflect any changes in the calculation (an illustrative example of which is set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (Exhibit A), converted into United States dollars at together with such schedules and data as may be appropriate to support such calculation; and (iv) a certificate of the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if chief executive officer or chief financial officer of Seller certifying that the Estimated Net Working Capital as set forth Closing Balance Sheet, Estimated Closing Cash Earnings and Estimated Adjustment Amount have been prepared in accordance with the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excessAccounting Principles. (b) In connection with Buyer’s review of the Estimated Closing Balance Sheet, Estimated Closing Cash Earnings and calculation of the Estimated Adjustment Amount, Buyer and its Representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Seller or any of its Affiliates or any of their respective Representatives in connection with preparation of the Estimated Closing Balance Sheet, the Estimated Closing Cash Earnings and/or calculation of Estimated Adjustment Amount, and to finance personnel of Seller or any of its Affiliates and any other information which Buyer reasonably requests, and Seller shall, and shall cause its Subsidiaries and Representatives to, cooperate reasonably with Buyer and its Representatives in connection therewith. Buyer shall have until two (2) Business Days prior to the Closing Date to provide Seller any comments on the statement of the Estimated Adjustment Amount and the data and calculations set forth therein, which comments shall be considered by Seller in good faith (and if revised by Seller in response to Buyer’s comments, the revised statement shall be the statement of the Adjustment Amount hereunder). (c) The Initial Purchase Price shall be (i) increased by the absolute value of the Estimated Adjustment Amount if it is positive, or (ii) decreased by the absolute value of the Estimated Adjustment Amount if it is negative. (d) Within sixty seventy-five (6075) days following the Closing Date, Buyer shall prepare and deliver to Seller the following (collectively, the “Preliminary Adjustment Statement”): (i) a certificate combined balance sheet of the Devices & Services Business as of the Closing (the “StatementPreliminary Closing Balance Sheet”), executed prepared by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Accounting Principles. Seller ; (ii) a combined EBITDA and its accountants (and other representatives) shall have CAPEX statement for the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring Devices & Services Business as of the Inventory Count shall limitClosing (the “Preliminary Closing Cash Earnings”), impair or otherwise preclude Seller’s right to dispute any aspect prepared by Buyer and in accordance with the Accounting Principles; (iii) a detailed calculation by Buyer of the Statement Adjustment Amount (including any aspect the Net Cash Adjustment, Net Working Capital Adjustment, and Cash Earnings Adjustment and the Exhibit O Adjustment Amount) as of the Statement that relates to Closing based on the Company’s inventory) or constitute a waiver of any Preliminary Closing Balance Sheet and the Preliminary Closing Cash Earnings (the “Preliminary Adjustment Amount”), together with such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that schedules and data as may be issued following the Closing Date. After the date that Buyer delivers the Statement appropriate to Seller and until the completion support such calculation; and (iv) a certificate of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel chief executive officer or chief financial officer of Buyer and/or certifying that the Company Preliminary Closing Balance Sheet and Preliminary Closing Cash Earnings have been prepared in accordance with the Accounting Principles; and (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3e) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five sixty (4560) days after delivery to Seller following receipt of the Preliminary Adjustment Statement during which to review the Preliminary Closing Balance Sheet, the Preliminary Closing Cash Earnings and the calculation of Preliminary Adjustment Amount and to notify Buyer in writing of any dispute regarding the amount of the Preliminary Adjustment Amount set forth on the Preliminary Adjustment Statement (a the “Dispute Notice”) of any dispute of any item contained ), specifying the reasons therefor in the Statement, which reasonable detail. If no Dispute Notice shall set forth is delivered by Seller within such sixty (60) day review period or if Seller delivers a description written acceptance of the dispute Preliminary Closing Balance Sheet, the Preliminary Closing Cash Earnings and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice Preliminary Adjustment Amount during such 45-sixty (60) day period, then only those matters that are specified in such Dispute Notice Preliminary Closing Balance Sheet, Preliminary Closing Cash Earnings and Preliminary Adjustment Amount shall be deemed (i) conclusive and binding on the parties in dispute all respects and all other matters shall be (ii) final and binding upon Buyer and Seller (other than those matters that change non-appealable for all purposes hereunder, as a result of the resolution end of any disputed matter the sixty (60) day review period or the date of receipt by Buyer of such written acceptance, as applicable. Any item set forth in the Dispute Notice). Preliminary Closing Balance Sheet, the Preliminary Closing Cash Earnings or the calculation of Preliminary Adjustment Amount and not specifically objected to by Seller within such sixty (60) day period shall be deemed (i) conclusive and binding on the parties in all respects and (ii) final and non-appealable for all purposes hereunder. (f) In connection with Seller’s review, Seller and its Representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Buyer, the Transferred Subsidiaries or any of their Affiliates, or any of their respective Representatives in connection with preparation of the Preliminary Closing Balance Sheet, the Preliminary Closing Cash Earnings and/or its calculation of Preliminary Adjustment Amount, and to finance personnel of Buyer, the Transferred Subsidiaries or any of their Affiliates and any other information which Seller reasonably requests, and Buyer shall, and shall cause the Transferred Subsidiaries and its other Affiliates to, cooperate reasonably with Seller and its Representatives in connection therewith. (g) If Seller fails to deliver delivers a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the StatementBuyer, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants Seller shall cooperate in good faith to resolve any dispute(s) specified therein such dispute as promptly as possiblepracticable and, upon such resolution, if any, any adjustments to the Preliminary Closing Balance Sheet, Preliminary Closing Cash Earnings and any resolution by them as to any matter specified in the Dispute Notice Preliminary Adjustment Amount shall be final made as agreed upon by Buyer and binding on the parties hereto. (c) Seller. If Buyer and Seller and their respective accountants are unable to resolve any such dispute specified within twenty (20) Business Days (or such longer period as Buyer and Seller shall mutually agree in a Dispute Notice within thirty (30writing) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by the Independent Accounting Firm, and such determination by the Independent Accounting Firm shall be (x) conclusive and binding on the parties in all respects and (y) final and non-appealable for all purposes hereunder; provided, however, that such determination may be reviewed, corrected or set aside by a jointly selected Top Six court of competent jurisdiction, but only if and to the extent that the Independent Accounting Firm is found by such court of competent jurisdiction to have made mathematical errors with respect to its ruling or failed to follow the provisions of this Agreement; provided, further, that (i) the Independent Accounting Firm may consider only those items and amounts (and related items and amounts) as to which Buyer and Seller have disagreed within the time periods and on the terms specified above, (ii) the Independent Accounting Firm shall be bound by the provisions of this Section 2.10(g) and (iii) the Independent Accounting Firm’s determination of the Preliminary Adjustment Amount may neither be less than the lower, nor more than the higher, of Buyer’s and Seller’s respective calculations of the Preliminary Adjustment Amount. Any expenses relating to the engagement of the Independent Accounting Firm in respect of its services pursuant to this Section 2.10(g) shall be borne by Buyer and Seller in a manner that is inversely proportionate to the relative difference between the calculation of Preliminary Adjustment Amount proposed by each of Buyer and Seller and the Preliminary Adjustment Amount as finally determined by the Independent Accounting Firm. The Independent Accounting Firm shall be instructed to use commercially reasonable efforts to make its final determination within thirty (30) days of submission by the parties hereto of the dispute to it and, in any case, as promptly as practicable after such submission. Buyer and Seller shall each furnish the Independent Accounting Firm (such work papers and other documents and information relating to the disputed issues as the Independent Accounting Firm shall request). The Preliminary Adjustment Amount, (i) if deemed final in accordance with Section 2.10(d), as originally submitted by Buyer, or (ii) if a Dispute Notice has been timely delivered by Seller in accordance with this Section 2.10(g), as determined pursuant to the resolution of such dispute in accordance with this Section 2.10(g), shall be the “Independent Accounting FirmFinal Adjustment Amount”. (h) retained The “Purchase Price” shall be equal to the Closing Payment, as adjusted below: (i) if the Final Adjustment Amount is greater than the Estimated Adjustment Amount (either of which may have been positive or negative), Buyer shall pay Seller the amount by which the Final Adjustment Amount is greater than the Estimated Adjustment Amount (in accordance with the Purchase Price Apportionment); (ii) if the Final Adjustment Amount is less than the Estimated Adjustment Amount (either of which may have been positive of negative), Seller and shall pay to Buyer the amount by which the Final Adjustment Amount is less than the Estimated Adjustment Amount (in accordance with the Purchase Price Apportionment). Buyer or Seller, as the case may be, shall, as promptly as reasonably practicable (but in any event within five (5) Business Days) after the determination of the Final Adjustment Amount pursuant to resolve any remaining disputes between Section 2.10(g), make payment (or cause an Affiliate to make payment) in accordance with this Section 2.10(h) by wire transfer in immediately available funds of the amount payable by Buyer and Seller specified in or Seller, as the Dispute Notice. The Independent Accountingcase may be.

Purchase Price Adjustment. (a) No later than five (5) Business Days prior The Purchase Price shall be adjusted downward to the anticipated extent that the Stockholder's Equity of Elmagco reflected on the Final Effective Date Balance Sheet (adjusted as hereafter provided) is less than $13,278,481 (which is the amount of Stockholder's Equity reflected on the Base Balance Sheet); provided, however that such adjustment shall be made only if such difference exceeds $300,000. The Stockholder's Equity reflected on the Final Effective Date Balance Sheet shall be increased by the amount of any Seller Liabilities (as defined in Section 9.1) reflected on the Final Effective Date Balance Sheet, plus the amount of any reserves for Seller Liabilities (as defined in Section 9.1) in excess of $317,000 which are established in preparation of the Final Effective Date Balance Sheet. In the event the Final Effective Date Balance Sheet has not been prepared by the Closing Date, Seller shall deliver to Buyer make a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer Stockholder's Equity of Seller, which shall set forth an updated calculation by Seller Elmagco as of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate such date and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling parties shall be converted into United States dollars at adjust the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increasedaccordingly; thereafter, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the upon completion of the Final StatementEffective Date Balance Sheet, Buyer Seller or Buyer, as appropriate, shall (pay the difference between the amount of the adjustment for Stockholder's Equity made on the Closing Date and Buyer the amount of the adjustment required based upon the Final Effective Date Balance Sheet. With respect to the foregoing adjustment, the net amount of the required payment shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access be made in cash within five business days after such determination has been made. The amount, if any, required to (and be paid pursuant to examine and make copies of)this Section 1.4 shall bear interest, at all reasonable times, the properties, books, records and work papers prime rate announced from time to time by The Wall Street Journal from the Closing Date through the date of the Company, Buyer and its accountantspayment of such amount, and personnel the total amount of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below interest shall be extended by paid at the number of days it takes Buyer to provide same time and along with such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties heretopayment. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting

Purchase Price Adjustment. (a) No later than five (5) Business Days prior to 45 days after the anticipated Closing Date, Seller shall deliver to Buyer a certificate balance sheet of the Acquired Business at the Closing Date (the “Initial "Closing Certificate”Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles on a basis consistent with the Acquired Business Financial Statements (as defined below), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of except that the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, Balance Sheet will not include (i) any Current Assets liabilities or Current Liabilities that are denominated reserves in pound sterling shall be converted into United States dollars at the Conversion Rate and respect of Continuing Claims (as defined below), (ii) any Current Assets or Current Liabilities will reflect all film contracts as long term assets and all film contract payables as long term liabilities and (iii) will not reflect as current liabilities the severance obligations for Employees referenced in Section 6.6(a) below. To the extent that are denominated in any currency other than United States dollars or pound sterling shall the net working capital (Acurrent assets less current liabilities) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Acquired Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth shown on the Closing ScheduleBalance Sheet is more or less than the amount estimated by the chief financial officer of Seller as the net working capital as of the Closing Date pursuant to Section 7.2(c), by an amount equal Buyer shall pay to Seller, or Seller shall pay to Buyer, the amount of such excessexcess or shortfall, respectively, by wire transfer of immediately available funds within five days of the earlier to occur of (i) acceptance by Buyer or (IIii) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excessNeutral Auditors' determination. (b) Within sixty (60) days following After receipt of the Closing DateBalance Sheet, Buyer shall prepare and deliver have 20 days to Seller a certificate (review the “Statement”)Closing Balance Sheet, executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance together with the Agreed Principlesworkpapers used in the preparation thereof. Representatives of Buyer and Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the propertieswork papers, books, records and work papers other information related to the preparation of the CompanyClosing Balance Sheet to the extent required to complete their review of the Closing Balance Sheet. Buyer may dispute items reflected on the Closing Date Balance Sheet only on the basis that such amounts were not arrived at in accordance with the consistent application of accounting principles used in the preparation of the Acquired Business Financial Statements. Unless Buyer delivers written notice to Seller on or prior to the 20th day after Buyer's receipt of the Closing Balance Sheet specifying in reasonable detail all disputed items and the basis therefor, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be have accepted and agreed to the Final StatementClosing Balance Sheet. In If Buyer so notifies Seller of its objection to the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day periodClosing Balance Sheet, Seller and Buyer and their respective accountants shall cooperate in good faith Seller shall, within 30 days following such notice (the "Resolution Period"), attempt to resolve any dispute(s) specified therein as promptly as possible, their differences and any resolution by them as to any matter specified in the Dispute Notice disputed amounts shall be final final, binding and binding on the parties heretoconclusive. (c) If at the conclusion of the Resolution Period there remain amounts in dispute pursuant to paragraph (b) of this Section 1.3, then all amounts remaining in dispute shall be submitted to a firm of nationally recognized independent public accountants who shall not have had a material relationship with Buyer or Seller within the past two years (the "Neutral Auditors") and who shall be selected by mutual agreement of Buyer and Seller within 10 days after the expiration of the Resolution Period. Each party agrees to execute, if requested by the Neutral Auditors, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditors shall be borne equally by Buyer and Seller. The Neutral Auditors shall act as an arbitrator to determine, based solely on presentations by Buyer and Seller, and not by independent review or audit, only those issues still in dispute. The Neutral Auditors' determination shall be made within 30 days of their selection, shall be set forth in a written statement delivered to Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller final, binding and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accountingconclusive.

Purchase Price Adjustment. The amount of the Purchase Price shall be subject to adjustment as follows: (a) No later than five Within ninety (5) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (6090) days following the Closing Date, Buyer the Purchaser shall prepare and deliver cause to Seller be prepared, in accordance with generally accepted accounting principles ("GAAP") on a certificate basis consistent with those used in the Balance Sheet (as defined in Section 3.4 hereof), (i) a balance sheet (the “Statement”"Draft Closing Date Balance Sheet") setting forth the Purchaser's determination of the Company's Closing Net Worth (as defined below), executed and (ii) a statement (the "Draft Closing Date Net Cash Statement") setting forth the Purchaser's determination of the Company's Closing Cash Deficiency (as defined below), if any, in each case as of the close of business on the day prior to the Closing Date, but after giving effect to (A) the payments and accruals required to be made hereunder by an executive officer the Company pursuant to Section 4.13 prior to or at the Closing and (B) the accrual required to be made hereunder by the Company pursuant to Section 4.15, the cost of Buyer, which balance sheet and statement shall be borne by the Purchaser or the Company (except to the extent provided in the foregoing clause (B)). The inventory valuation set forth Buyer’s calculation of in the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer Draft Closing Date Balance Sheet shall make be based on a physical count of the inventory conducted jointly by the Purchaser and the Sellers' Representative promptly prior to the Closing Date. The Purchaser and the Sellers' Representative shall use their best efforts to complete the physical count of the inventory on or before the close of business on the Closing Date, and such physical count shall be updated by the Company’s 's inventory records for the time period after the taking of such physical count through the Closing Date. (including raw materials inventoryb) Within ninety (90) days following the Closing Date, work-in-processthe Purchaser shall deliver to the Seller's Representative the Draft Closing Date Balance Sheet and the Draft Closing Date Net Cash Statement, tooling together with any work papers or other such items as the Sellers' Representative shall reasonably request. The Draft Closing Date Balance Sheet and finished goodsthe Draft Closing Date Net Cash Statement shall become final and binding upon the parties unless the Sellers' Representative gives written notice of its disagreement (a "Notice of Disagreement") located at to the Facility Purchaser within fifteen (15) business days after the “Inventory Count”Sellers' Representative's receipt of the Draft Closing Date Balance Sheet and the Draft Closing Date Net Cash Statement, specifying the Sellers' Representative's disagreement with either of such statements. If a Notice of Disagreement is received by the Purchaser in a timely manner, then the Draft Closing Date Balance Sheet and the Draft Closing Date Net Cash Statement shall each become final and binding upon the parties on the earlier of (i) the date the parties hereto resolve in writing any differences they may have with respect to any matter specified in the Notice of Disagreement and (ii) the date any Disputed Matters (as defined below) are finally resolved in writing by the Arbitrator (as defined below). In the event that a Notice of Disagreement is received by the Purchaser in a timely manner, then the portion, if any, of the Purchase Price Adjustment (as defined in Section 1.4(d) hereof) that is not in dispute shall be paid by the Purchaser or the Sellers, as of the Measurement Timecase may be, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by SellerSection 1.4 hereof, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (455) days after delivery to Seller the expiration of the Statement during which to notify Buyer aforesaid fifteen (15) business day period. Any such Notice of Disagreement shall state in writing (a “Dispute Notice”) reasonable detail the nature of any dispute disagreement so asserted. During a period of any item contained in ten (10) days (or such longer period as the Statement, which Dispute Notice shall set forth a description Purchaser and the Sellers' Representative may mutually agree) after the expiration of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-aforesaid fifteen (15) business day period, then only those matters the Purchaser and the Sellers' Representative shall attempt to resolve in writing any differences that are they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such Dispute ten (10) day period (or such longer period as the Purchaser and the Sellers' Representative may have mutually agreed), the Purchaser and the Sellers' Representative have failed to reach written agreement with respect to all of such matters, then all such matters as specified in the Notice of Disagreement as to which such written agreement has not been reached (the "Disputed Matters") shall be deemed in dispute submitted to and reviewed by an arbitrator (the "Arbitrator"). If the Purchaser and the Sellers' Representative are unable to agree upon the identity of the Arbitrator within five (5) days, the Sellers' Representative and the Purchaser shall each select within five (5) days thereafter one of the "Big-Five" accounting firms having no other relationship with any party hereto during the past two (2) years to select the Arbitrator. If such accounting firms cannot agree as to the identity of the Arbitrator, then each of such accounting firms shall select one nominee and the Arbitrator shall be chosen by lot. The Arbitrator shall consider only the Disputed Matters and shall be instructed to act promptly to resolve all other matters Disputed Matters, and its decision with respect to all Disputed Matters shall be final and binding upon Buyer the Purchaser and Seller (other than those matters that change as a result the Sellers. The Arbitrator shall decide all of the resolution Disputed Matters within fifteen (15) days and provide the Sellers' Representative and the Purchaser with a written decision regarding his determination of any disputed matter set forth in the Dispute Notice)Disputed Matters. If Seller fails The fees and expenses of the Arbitrator with respect to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on settlement of all parties hereto and Disputed Matters shall be deemed to be borne by the Final Statement. In Purchaser, on the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possibleone hand, and any resolution by them the Sellers, on the other hand, in such proportion as to any matter specified in the Dispute Notice shall be final determined by the Arbitrator giving consideration to the Purchaser's and binding on the parties heretoSellers' initial positions with respect to the matter and how far such positions were from the Arbitrator's decision. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent AccountingAs used herein,

Purchase Price Adjustment. (a) No later than five (5) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificatethis Agreement, the Final Closing Certificate and “Net Worth” of a Company as of any date means the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount consolidated assets of such excess, or (II) decreased, if the Reference Net Working Capital Company and its Subsidiaries as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following date minus the Closing Date, Buyer shall prepare consolidated liabilities of such Company and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), its Subsidiaries as of the Measurement Timesuch date, in each case determined in accordance with GAAP, as applied in a manner consistent with the Agreed Principles. Seller accounting practices of such Company used to prepare its audited financial statements as of and its accountants for the 12 month period ended December 31, 2011, before purchase accounting for the Transactions (and other representatives) shall have as to each Company, such Company’s accounting practices, as modified by this Section 2.4(a), the right to be physically present during, participate in and monitor the Inventory Count“Applicable Accounting Practices”); provided, however, that neither Seller’s (i) in no event will the calculation of Net Worth of a Company (A) include any assets or liabilities included in Funded Debt, Company Cash or any Transaction Expenses, APX Employee Payments, Solar Sub Employee Closing Payments, 2GIG Employee Closing Payments, the Riverwood Repurchase Amount, the RBS Repurchase Amount or any other assets and liabilities that are otherwise set forth on the applicable Estimated Closing Statement if and to the extent paid, to be paid or, in the case of its accountants’ Company Cash, netted against any payment at Closing, in each case pursuant to Section 2.2 (without giving effect to any reduction to Company Cash set forth in the definition of “Net Funded Debt”), (B) include any assets or representatives’liabilities in respect of (1) presence atdeferred financing fees, participation in(2) management notes receivables or (3) deferred Tax assets and liabilities or (C) except for any payments to be made from one Company to another Company at the Closing pursuant to Section 2.2, nor monitoring give effect to the consummation of the Inventory Count shall limitTransactions or any transactions effectuated by Buyer or its Affiliates, impair including the Companies and their Subsidiaries, after the Closing, including the settlement or otherwise preclude Seller’s right to dispute any aspect cancellation of the Statement APX Stock Options, Solar Sub Stock Options and 2GIG Stock Options, (including any aspect ii) the Final APX Net Worth Amount, the Final Solar Net Worth Amount and Final 2GIG Net Worth Amount will include the excess, if any, of the Statement that relates Funded Debt, the Company Cash, the Transaction Expenses, APX Employee Payments, Solar Sub Employee Closing Payments or 2GIG Employee Closing Payments over the amounts paid (or, in the case of Company Cash, netted against any payment at Closing) with respect thereto pursuant to the Company’s inventorySection 2.2, and (iii) or constitute any calculation of Net Worth of a waiver of any such right. For Company for purposes of preparing this Agreement will reflect the Statementadjustments provided for in the Net Worth calculations with respect to such Company that are set forth in Schedule 2.4(a), which contains a sample calculation of Net Worth for each Company for reference purposes only (and no effect shall be given to Company makes any new accounting pronouncements that may be issued representation or warranty, or will incur any liability, in respect thereof by reason of such inclusion). (b) As soon as reasonably practicable following the Closing Date. After the date that Buyer delivers the Statement to Seller , and until the completion of the Final Statementin any event within 90 calendar days thereafter, Buyer shall (and Buyer shall will cause the Company to) provide Seller applicable Surviving Corporation to prepare and any accountants deliver to the applicable Representative (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable timescollectively, the properties, books, records “Proposed Final Closing Statement” and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall amounts set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day periodthereon, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting FirmProposed Final Net Worth Amounts”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting):

Purchase Price Adjustment. The Preliminary Purchase Price shall be subject to adjustment according to this Section 2.5. (a) No later than At least five (5) Business Days business days prior to the anticipated Closing Date, Seller the Company shall deliver to the Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith written estimate of the Net Working Capital (including each component thereof) Assets Amount as of the Closing Date (the “Estimated Closing Date Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing CertificateAssets Amount”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller be subject to the Buyer’s review. The Estimated Closing Date Net Assets Amount shall be prepared in accordance with Schedule 1.1(a) and GAAP and using the same accounting principles, practices and methodologies that were used to prepare the Most Recent Balance Sheet (and the Company’s delivery of the Estimated Closing Date Net Working Capital (including each component thereof) Assets Amount to reflect any changes the Buyer shall include supporting schedules of the type prepared in connection with the calculation set forth in Most Recent Balance Sheet). If the Initial Estimated Closing Certificate, including without limitation, any adjustments attributable to changes in Date Net Assets Amount is greater than the applicable exchange rates. For purposes of preparing the Initial Closing CertificateTarget Net Assets Amount, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling Preliminary Purchase Price shall be converted into United States dollars increased by such amount. If the Estimated Closing Date Net Assets Amount is less than the Target Net Assets Amount, the Preliminary Purchase Price shall be reduced by such amount. The Company will also deliver to the Buyer, at the Conversion Rate and least five (ii5) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller business days prior to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, a certificate setting forth an estimate of the Indebtedness and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at Company and Stockholder Transaction Expenses as of the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excessDate. (b) Within sixty twenty (6020) days following after the Closing Date, the Buyer shall will prepare and deliver to Seller the Stockholders’ Representative a certificate balance sheet of the Company as of the Closing Date (the “StatementFinal Closing Date Balance Sheet”), executed by an executive officer of Buyer, which shall set forth Buyer’s including a calculation of the Net Working Capital (including each component thereof) Assets Amount as of the Closing Date (the “Modified Closing Date Net Working CapitalAssets Amount”). For purposes of preparing the Statement, Buyer The Final Closing Date Balance Sheet shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, be prepared in accordance with Schedule 1.1(a) and GAAP and using the Agreed Principles. Seller same accounting principles, practices and its accountants methodologies that were used to prepare the Most Recent Balance Sheet. (and other representativesc) The Stockholders’ Representative shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion period commencing upon delivery of the Final Statement, Closing Date Balance Sheet by Buyer and expiring ten (10) days after such delivery date to review the Final Closing Date Balance Sheet. The Stockholders’ Representative shall (have full access during regular business hours and Buyer shall cause upon reasonable notice to all relevant books and records and employees of the Company to) provide Seller and any accountants (and other representatives) Surviving Corporation to the extent necessary to complete its review of Seller the Final Closing Date Balance Sheet in a manner not unreasonably interfering with access to (and to examine and make copies of), at all reasonable timesthe business of the Surviving Corporation. In the event the Stockholders’ Representative disputes the determination of the Closing Date Net Assets Amount, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by SellerStockholders’ Representative shall, within three ten (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (4510) days after delivery to Seller of the Statement during which Final Closing Date Balance Sheet, deliver a notice to notify the Buyer in writing (a the “Adjustment Dispute Notice”) of any dispute of any item contained ), setting forth in reasonable detail the Statement, component or components which Dispute Notice shall set forth a description of the are in dispute and the adjustments to the Modified Net Working Capital that Seller believes should be madebasis of such dispute. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller Stockholders’ Representative fails to deliver a an Adjustment Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with ten (10) days after Buyer’s delivery of the StatementFinal Closing Date Balance Sheet, then the Statement Significant Stockholders and the other holders of the Company Common Shares and the Company Options shall become final be bound by the calculation of the Closing Date Net Assets Amount that accompanied the Final Closing Date Balance Sheet prepared by Buyer, and binding on all parties hereto and the Closing Date Net Assets Amount shall be deemed to be the Final StatementClosing Date Net Assets Amount, and any required payments shall be made pursuant to Section 2.5(e) below based on such Final Closing Date Net Assets Amount. In If the event that Seller shall deliver a Stockholders’ Representative delivers the Adjustment Dispute Notice to Buyer within such 45-ten (10) day period, Seller and then the Buyer and their respective accountants shall cooperate in good faith the Stockholders’ Representative will use reasonable efforts to resolve any dispute(ssuch dispute within ten (10) specified therein days after receipt by the Buyer of the Adjustment Dispute Notice. If the Buyer and the Stockholders’ Representative fail to resolve any such dispute within ten (10) days after receipt by the Buyer of the Adjustment Dispute Notice, they shall submit the dispute to Ernst & Young LLP (the “Reviewing Accountant”) to review the Closing Date Net Assets Amount set forth on the Final Closing Date Balance Sheet. The Buyer and the Stockholders’ Representative shall make available to the Reviewing Accountant all work papers and all other information and material in their possession relating to the matters in the Adjustment Dispute Notice. The Reviewing Accountant shall be instructed to use its commercially reasonable efforts to deliver its determination as promptly as possible, and any resolution by them as practicable after such submission of the dispute to any matter specified in the Dispute Notice Reviewing Accountant. The Parties hereby expressly agree that the determination of the Reviewing Accountant shall be final and binding on the parties hereto(absent fraud or manifest bad faith by the Reviewing Accountant). The Closing Date Net Assets Amount on the Final Closing Date Balance Sheet as determined by the Buyer (if not disputed), or as modified (if at all) by agreement of the Buyer and the Stockholders’ Representative or by decision of the Reviewing Accountant, shall be the “Final Closing Date Net Assets Amount”. Each Party shall bear its own expenses and the fees and expenses of its own representatives and experts, including its independent accountants, in connection with the preparation, review, dispute (if any) and final determination of the Final Closing Date Net Assets Amount, and such fees and expenses of the holders of the Company Shares shall be paid, if necessary, from the Net Assets Holdback. The costs, expenses and fees of the Reviewing Accountant shall be borne by the holders of the Company Shares, on the one hand, and the Buyer, on the other hand, based on the percentage which the portion of the contested amount not awarded to such Party bears to the amount actually contested by such Party (and which, in the case of the holders of the Company Shares, shall be paid, if necessary, from the Net Assets Holdback). (cd) Within ten (10) days after the Final Closing Date Net Assets Amount has become final and binding on the parties pursuant to Section 2.5(c), the Preliminary Purchase Price will be adjusted as follows (the Preliminary Purchase Price as so adjusted is referred to as the “Purchase Price”): (i) If the Final Closing Date Net Assets Amount is greater than the sum of (A) the Estimated Closing Date Net Assets Amount plus (B) $100,000, the Buyer shall pay to the Stockholders’ Representative (for the benefit of the holders of the Company Common Shares and Seller Company Options), by wire transfer in immediately available funds to the account designated by the Stockholders’ Representative, an amount equal to such excess, which amount will be allocated (after reducing such amount by the fees and expenses incurred by such holders pursuant to the last two sentences of Section 2.5(c) above) among and distributed by the Stockholders’ Representative to the holders of the Company Common Shares and Company Options in proportion to their respective accountants are unable holdings of the Company Common Shares (calculated on an as-converted basis) as of the Closing. (ii) If the Final Closing Date Net Assets Amount is less than the difference between (A) Estimated Closing Date Net Assets Amount minus (B) $100,000, the Stockholders’ Representative shall pay to resolve any dispute specified the Buyer, by wire transfer in a Dispute Notice within thirty immediately available funds to the accounts designated by the Buyer, an amount equal to such deficit (30which shall not be limited to the Net Assets Holdback). (e) days Any amounts payable pursuant to this Section 2.5 will bear interest from and including the Closing Date to but excluding the date of Seller’s delivery payment at the Applicable Rate. (f) The Stockholders’ Representative agrees that it shall retain, and not distribute to its general or limited partners, or to the holders of such Dispute Noticethe Company Common Shares or the Company Options, such dispute shall be resolved by a jointly selected Top Six Accounting Firm $3,000,000 of the Preliminary Purchase Price (the “Independent Accounting FirmNet Assets Holdback”) retained until the Final Closing Date Net Assets Amount has become final and binding on the Parties pursuant to Section 2.5(c) and all amounts required to be paid by Seller and the Stockholders’ Representative or the Buyer pursuant to resolve any remaining disputes between Buyer and Seller specified Section 2.5(d) have been paid in the Dispute Noticefull. The Independent AccountingStockholders’ Representative will pay any Company and Stockholder Transaction Expenses exceeding the estimate thereof from the Net Assets Holdback and/or the Stockholder Holdback.

Purchase Price Adjustment. (ai) No later than five Exhibit M shows: (5A) the unaudited balance sheet of the Business Days prior as of January 31, 2004, prepared based on unaudited trial balance information provided by Sellers together with adjustments to reflect the transaction contemplated by this Agreement (which balance sheet, after such adjustments, is referred to as the "Unaudited Transaction Balance Sheet as of 1/31/2004"); and (B) the unaudited balance sheet of the Business as of May 1, 2004, prepared based on unaudited trial balance information provided by Sellers, together with adjustments to reflect the transaction contemplated by this Agreement (which balance sheet, after such adjustments, is referred to as the "Unaudited Transaction Balance Sheet as of 5/1/2004"). (ii) Prior to the anticipated Closing Cut-Off Date, Seller Sellers shall deliver to Buyer a certificate (provide audited financial statements for the “Initial Closing Certificate”)Business for the fiscal year ended January 31, executed 2004, accompanied by an executive officer unqualified opinion of SellerErnst & Young LLP, which shall set forth a calculation by Seller to the effect that the audited financial statements present fairly in all material respects the financial position and results of Seller’s good faith estimate operations of the Net Working Capital Business and have been prepared in accordance with generally accepted accounting principles in the United States, consistently applied, together with: (including each component thereofA) (the “Estimated Net Working Capital”). On the Business Day prior adjustments to the anticipated Closing audited balance sheet to reflect the transaction contemplated by this Agreement (which adjustments are referred to as "transaction adjustments"); and (B) a summary of the adjustments, other than transaction adjustments, from the trial balance information referred to in Section 4(b)(i)(A) to the audited financial statements (which adjustments are referred to as the "audit adjustments") (iii) Within 60 days after the Cut-Off Date, Seller Sellers shall deliver to Buyer provide an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller unaudited balance sheet as of the Estimated Net Working Capital (including each component thereof) to reflect any changes in close of business on the calculation Cut-Off Date reflecting the transaction adjustments, of the nature of the transaction adjustments set forth in the Initial Closing CertificateUnaudited Transaction Balance Sheet as of 5/1/2004, including without limitation, any which will also reflect all audit adjustments attributable to changes as appropriate (the "Unaudited Transaction Balance Sheet as of the Cut-Off Date"). Buyer shall reasonably assist Sellers and their representatives in the applicable exchange ratespreparation of the Unaudited Transaction Balance Sheet as of the Cut-Off Date and shall provide Sellers and their representatives access at all reasonable times to the personnel, properties and books and records of the Business for such purpose. (iv) To the extent that the net assets, calculated in a manner consistent with the principles, policies and procedures used in preparing Exhibit M ("Net Assets"), reflected in the Unaudited Transaction Balance Sheet as of the Cut-Off Date exceed the Net Assets reflected in the Unaudited Transaction Balance Sheet as of 5/1/2004 by more than $40 million, then the Purchase Price shall be increased by the excess over $40 million. For purposes the avoidance of preparing doubt, "Net Assets" shall not include any Excluded Asset or any Excluded Liability. Notwithstanding anything to the Initial Closing Certificatecontrary in this Section 4(b), the Final Closing Certificate and book value of all assets on the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling Unaudited Transaction Balance Sheet as of the Cut-Off Date shall be converted into United States dollars at calculated without giving effect to any depreciation or amortization thereof after May 1, 2004. (v) To the Conversion Rate and (ii) any Current extent that the Net Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (reflected in the case Unaudited Transaction Balance Sheet as of 5/1/2004 exceed the Net Assets reflected in the Unaudited Transaction Balance Sheet as of the Initial Closing CertificateCut-Off Date by more than $40 million, then the Purchase Price shall be decreased by the excess over $40 million. (vi) If the Business Day on which Purchase Price is to be increased pursuant to Section 4(b)(iv), then Buyer shall, within five business days after the Initial Closing Certificate is delivered by Seller amount of such increase has been determined, pay Sellers an amount equal to Buyer and (y) (such increase, together with interest thereon at an annual rate equal to the three-month LIBOR rate in the case effect as of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following calculated on the conversion into pound sterling described in clause (Aactual number of days elapsed from the Closing Date to the date of payment divided by 365. If the Purchase Price is to be decreased pursuant to Section 4(b)(v), converted into United States dollars then Sellers shall, within five business days after the amount of such decrease has been determined, pay Buyer an amount equal to such decrease, together with interest thereon at an annual rate equal to the Conversion Rate. The Prethree-Adjusted Purchase Price payable at month LIBOR rate in effect as of the Closing shall be either Date, calculated on the actual number of days elapsed from the Closing Date to the date of payment divided by 365. (Ivii) increasedSellers represent that Sellers have not changed accounting policies or procedures, if or application thereof, since January 31, 2004, and that the Estimated Net Working Capital Unaudited Transaction Balance Sheet as set forth of 5/1/2004 is prepared on a basis consistent with the Unaudited Transaction Balance Sheet as of 1/31/2004 (except for adjustments normally reflected only in year-end audited financial statements). (viii) Sellers covenant that Sellers will not change accounting policies or procedures, or the application thereof, from those reflected in the Final Closing Certificate exceeds Unaudited Transaction Balance Sheet as of 5/1/2004, and that the Reference Unaudited Transaction Balance Sheet as of the Cut-Off Date will be prepared on a basis consistent with the Unaudited Transaction Balance Sheet as of 5/1/2004 (except for the audit adjustments, as appropriate, and except as otherwise provided in Sections 4(b)(iv) and 7(e)). (ix) If Buyer in good faith objects, by notice in writing to Sellers, to the Net Working Capital as Assets set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), Unaudited Transaction Balance Sheet as of the Measurement TimeCut-Off Date ("Final Net Assets") within 30 days after Sellers' delivery thereof, setting forth in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present duringwritten objection its determination of Final Net Assets, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (Sellers and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate attempt in good faith to resolve any dispute(ssuch objections within 30 days after the Sellers' receipt of Buyer's objections. Buyer may object pursuant to this Section 4(b)(ix) specified therein only if, assuming all of Buyer's objections were sustained, the Purchase Price, as promptly as possibleadjusted by any adjustments pursuant to this Section 4(b), would be lower than the Purchase Price based on Sellers' determination of Final Net Assets, and Buyer's objections must specify in reasonable detail the nature of any resolution by them as disagreement with Sellers. The only objections that Buyer may make pursuant to this Section 4(b)(ix) are those that relate to: (A) any matter specified claimed inconsistencies between the principles, policies or procedures used in the Dispute Notice shall be final preparation of the Unaudited Transaction Balance Sheet as of 5/1/2004 and binding on the parties heretoprinciples, policies or procedures used in the preparation of the Unaudited Transaction Balance Sheet as of the Cut-Off Date (except for audit adjustments, as appropriate, and except as otherwise provided in Sections 4(b)(iv) and 7(e)); (B) the application of the audit adjustments; or (C) errors in mathematical computation. (cx) If Sellers and Buyer and Seller and their respective accountants are unable to resolve any dispute specified the matter within such 30-day period, they shall jointly appoint a mutually acceptable firm of independent accountants of national reputation that is one of the so-called "big four" (or, if they cannot agree on a mutually acceptable firm, they shall cause their respective accounting firms to select such firm) within three business days following the end of such 30-day period. Buyer and Sellers shall provide such accounting firm full cooperation. Such firm shall be instructed to reach its conclusion regarding the disputes as soon as reasonably possible. Such firm's resolution of the disputes shall be rendered in a Dispute Notice within thirty written decision determining all disputes and shall be conclusive and binding upon Buyer and Sellers. (30xi) days The Non-Prevailing Party (as defined below) in any determination by such accounting firm shall pay its own expenses incurred with respect to the submission to such accounting firm and shall pay a percentage of Seller’s delivery (A) the fees and expenses of such Dispute Noticeaccounting firm plus (B) the reasonable out-of-pocket expenses (including reasonable attorneys' fees) of the other party incurred with respect to the submission, such dispute which percentage shall be resolved calculated by a jointly selected Top Six Accounting Firm dividing (1) an amount equal to the “Independent Accounting Firm”difference between the Non- Prevailing Party's determination of Final Net Assets, as submitted to such accounting firm, and such accounting firm's determination of Final Net Assets by (2) retained by Seller and Buyer an amount equal to resolve any remaining disputes the difference between Buyer and Seller specified in the Dispute Noticeparties' respective determinations of Final Net Assets, as submitted to such accounting firm. The Independent Accountingother party shall pay the remainder of the fees and expenses of such accounting firm and its own expenses not required to be paid by the Non-Prevailing Party hereunder. A party is the "Non-Prevailing Party" if such accounting firm's determination of Final Net Assets is closer to the other party's determination of Final Net Assets, as submitted to such accounting firm, than it is to that party's determination of Final Net Assets, as submitted to such accounting firm. Notwithstanding anything to the contrary in this Section 4(b)(xi), if such accounting firm's determination of Final Net Assets does not result in a Purchase Price that is lower than the Purchase Price would have been based upon Sellers' determination of Final Net Assets (after giving effect to Section 4(b)(iv) or 4(b)(v)), Buyer shall pay all of the fees and expenses of such accounting firm plus all reasonable out-of-pocket expenses (including reasonable attorneys' fees) of Sellers incurred with respect to the submission.

Purchase Price Adjustment. (a) No later than five (5) Business Days prior to the anticipated Closing Date, Seller shall the Company will deliver to Buyer a certificate (the “Initial Closing Certificate”), executed by i) an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate unaudited estimated consolidated balance sheet of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day Company as of immediately prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”"Preliminary Balance Sheet"), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of prepared in good faith applying the Estimated Net Working Capital (including each component thereof) to reflect any changes same accounting principles and policies used in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing CertificateSeptember Balance Sheet (the "Company Accounting Principles and Policies"), the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall a schedule (A) be converted into pound sterling at the exchange rate set "Preliminary Pre-Closing Working Capital Schedule"), based on the Preliminary Balance Sheet, setting forth for such conversion in “The Wall Street Journal” dated (x) (in the case Company's calculation of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case estimated Working Capital of the Final Company as of immediately prior to the Closing Certificate and ("Preliminary Pre-Closing Working Capital"), (iii) a schedule (the Statement"Allowed Secured Claims Schedule") one (1) Business Day preceding setting forth the Company's calculation of the aggregate Allowed Secured Claims as of the Closing Date, and (iv) a certificate of the Chief Executive Officer and Chief Financial Officer of the Company stating (A) that such Preliminary Balance Sheet and Preliminary Pre-Closing Working Capital Schedule represent the Company's good faith estimate of the consolidated financial position of the Company as of immediately prior to the Closing applying the Company Accounting Principles and Policies and (B) following that such Allowed Secured Claims Schedule represents the conversion into pound sterling described in clause Company's good faith estimate of all Allowed Secured Claims as of the Closing Date. The Preliminary Balance Sheet shall not give effect to Buyer's payment of the Purchase Price, or to other payments or discharges of claims or liabilities to be made pursuant to this Agreement or the Plan on or as a result of the Closing Date, but shall accrue and reflect as current liabilities, among other current liabilities, all Assumed Administrative Claims, all Priority Tax Claims to the extent such Priority Tax Claims were not accrued and reflected on the September Balance Sheet, and all cure costs associated with the assumption of Contracts, whether assumed before or after the date of this Agreement, to the extent not fully paid before the Closing Date. If the Preliminary Pre-Closing Working Capital reflected on the Preliminary Pre-Closing Working Capital Schedule is less than negative $102,949,000 (Ai.e., total current liabilities are more than $102,949,000 greater than total current assets), converted into United States dollars at then the Conversion Rate. The Pre-Adjusted Purchase Price payable paid at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, reduced by an amount equal to the amount of such excess, or (II) decreased, if shortfall. If the Reference Net Preliminary Pre-Closing Working Capital as set forth reflected on the Preliminary Pre-Closing Schedule exceeds the Estimated Net Working Capital as set forth in Schedule is greater than negative $102,949,000 (i.e., total current liabilities are less than $102,949,000 greater than total current assets), then the Final Purchase Price to be paid at Closing Certificate, shall be increased by an amount equal to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting

Purchase Price Adjustment. (a) No Seller shall deliver to Buyer no later than five (5) Business Days prior to the anticipated Closing a good faith estimate of the Closing Balance Sheet (the “Estimated Closing Balance Sheet”) and a good faith estimate of Closing Stockholders’ Equity (the “Estimated Closing Stockholders’ Equity”). As promptly as possible and in any event within thirty-five (35) Business Days after the Closing Date, Seller shall deliver prepare or cause to be prepared, and shall provide to Buyer a certificate written statement setting forth in reasonable detail its good faith determination of the Closing Balance Sheet and the Closing Stockholders’ Equity (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working CapitalStatement”). On The Closing Balance Sheet shall be prepared in accordance with the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed same accounting principles and practices used by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes Bank in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Recent Balance Sheet. If the Closing CertificateStockholders’ Equity, as finally determined pursuant to this Section 2.05 and Section 2.06, exceeds the Final Target Closing Certificate and the StatementStockholders’ Equity, then Buyer shall pay to Seller an amount equal to (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and amount by which the Closing Stockholders’ Equity exceeded the Target Closing Stockholders’ Equity less (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by amount paid to Seller pursuant to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing DateSection 2.03(iii); provided, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increasedhowever, if the Estimated Net Working Capital as set forth in Closing Stockholders’ Equity exceeded the Final Target Closing Certificate exceeds Stockholders’ Equity by an amount less than the Reference Net Working Capital as set forth on the Closing Schedule, by amount paid to Seller pursuant to Section 2.03(iii) then Seller shall pay to Buyer an amount equal to the amount of such excessby which the Section 2.03(iii) payment exceeded the amount by which the Closing Stockholders’ Equity exceeded the Target Closing Stockholders’ Equity. If the Target Closing Stockholders’ Equity exceeds the Closing Stockholders’ Equity, or as finally determined pursuant to this Section 2.05 and Section 2.06, then Seller shall pay to Buyer an amount equal to (IIi) decreasedthe amount by which the Target Closing Stockholders’ Equity exceeded the Closing Stockholders’ Equity less (ii) the amount set forth in Section 2.03(ii); provided, however, if the Reference Net Working Capital as set forth on Target Closing Stockholders’ Equity exceeded the Closing Schedule exceeds Stockholders’ Equity by an amount less than the Estimated Net Working Capital as amount set forth in the Final Closing Certificate, by Section 2.03(ii) then Buyer shall pay to Seller an amount equal to the amount by which the Section 2.03(ii) reduction amount exceeded the amount by which the Target Closing Stockholders’ Equity exceeded the Closing Stockholders’ Equity. Any payment required to be made pursuant to this Section 2.05 shall be made within ten days after Buyer’s acceptance of the Closing Statement or, if applicable, within ten days after receipt of a determination and resolution of any dispute over the Closing Statement as provided in Section 2.06. Any such excess. amount payable pursuant to this Section 2.05 shall be paid (bi) Within sixty together with interest (60not compounded) days following thereon equal to LIBOR on the Closing Date, Buyer shall prepare plus 100 basis points, from and deliver including the Closing Date through the date immediately preceding the date of payment and (ii) by wire transfer of immediately available funds (in U.S. Dollars) to Seller a certificate (an account or accounts designated in writing by the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right party entitled to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s receive such payment (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates by such other means as are mutually agreeable to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies ofparties), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting

Purchase Price Adjustment. (a) No later than five (5) On the fifth Business Days Day prior to the anticipated Closing Date, Seller will prepare in good faith and deliver to Buyer an unaudited pro forma balance sheet of the Commodities Business as of the last day of the calendar month preceding the date of such preparation (the “Estimated Closing Balance Sheet”). The Estimated Closing Balance Sheet will (i) be prepared from the Documents of the Commodities Business, in accordance with U.S. GAAP (except as otherwise set forth in the Agreed Adjustments) and the Agreed Adjustments, applied consistently with the methodology employed in the preparation of the pro forma balance sheet of the Commodities Business as of December 31, 2010 set forth on Section 2.6(a) of the Seller Disclosure Letter (the “Reference Balance Sheet”), and (ii) set forth an estimate of the Net Book Value of the Commodities Business derived from the Estimated Closing Balance Sheet (the “Estimated Net Book Value.”) (b) As soon as reasonably practicable, but in no event more than 90 days following the Closing, Buyer will prepare in good faith and deliver to Seller an unaudited pro forma balance sheet of the Commodities Business as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will (i) be prepared from the Documents of the Commodities Business, in accordance with U.S. GAAP (except as otherwise set forth in the Agreed Adjustments) and the Agreed Adjustments, applied consistently with the methodology employed in the preparation of the Reference Balance Sheet, and (ii) set forth the Net Book Value of the Commodities Business derived from the Closing Balance Sheet (the “Closing Net Book Value”). In the event Seller has any objection either to the Closing Balance Sheet or the Closing Net Book Value, Seller shall deliver to Buyer within 30 days after delivery of the Closing Balance Sheet by Buyer to Seller a certificate written objection (the “Initial Closing CertificateSeller’s Objection”), executed by an executive officer of Seller, which shall set ) setting forth a calculation by Seller specific description of the basis of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute objection and the adjustments to the Modified Closing Balance Sheet and Closing Net Working Capital that Book Value Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result no Seller’s Objection is received within 30 days after delivery of the resolution of any disputed matter set forth in Closing Balance Sheet, the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with Closing Balance Sheet and the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice Closing Net Book Value shall be final and binding on the parties heretoparties. Buyer shall have 15 days from its receipt of Seller’s Objection to respond in writing. If Buyer does not respond within 15 days after delivery of Seller’s Objection, the adjustments set forth in Seller’s Objection shall be final and binding. (c) If Seller and Buyer are unable to resolve all of their disagreements with respect to the proposed adjustments set forth in the Seller’s Objection within 15 days of Buyer’s receipt of the Seller’s Objection, they shall refer any remaining disagreements to the Balance Sheet Auditor, who, acting as an expert and not as an arbitrator, shall determine, on the basis set forth in Section 2.6(b), and only with respect to the remaining differences so submitted, whether the Closing Balance Sheet and the Closing Net Book Value require adjustment. Buyer and Seller shall instruct the Balance Sheet Auditor to deliver its written determination to Buyer and Seller no later than 30 days after the remaining differences underlying the Seller’s Objection are referred to the Balance Sheet Auditor. The Balance Sheet Auditor’s determination shall be conclusive and binding upon Buyer and Seller and their respective accountants are unable Affiliates. The pro forma balance sheet of the Commodities Business as of the Closing Date as finally determined pursuant to resolve any dispute specified in a Dispute Notice within thirty (30Section 2.6(b) days of Seller’s delivery of such Dispute Notice, such dispute or this Section 2.6(c) shall be resolved by a jointly selected Top Six Accounting Firm (referred to as the “Independent Accounting FirmFinal Closing Balance Sheet”; and the Net Book Value of the Commodities Business as of the Closing Date as finally determined pursuant to Section 2.6(b) retained or this Section 2.6(c) shall be referred to as the “Final Net Book Value.” The fees and disbursements of the Balance Sheet Auditor shall be borne equally by Seller Buyer and Buyer to resolve any remaining disputes between Seller. Buyer and Seller specified shall make readily available to the Balance Sheet Auditor all relevant Documents and any work papers (including those of the parties’ respective accountants, to the extent permitted by such accountants) relating to the Estimated Closing Balance Sheet, the Estimated Net Book Value, the Closing Balance Sheet, the Closing Net Book Value, Seller’s Objection and all other items reasonably requested by the Balance Sheet Auditor in the Dispute Notice. The Independent Accountingconnection therewith.

Purchase Price Adjustment. (a) No later than five In order finally to determine the Purchase Price, the Closing Payment will be increased or decreased, as the case may be, by the amount, if any, by which the Adjustment Amount and Indebtedness, each as finally determined in accordance with this Section 1.3, differ (5on a combined basis) Business Days prior to from the anticipated Closing Date, Seller shall deliver to Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of amounts thereof reflected in the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange ratesPurchase Price Adjustment Amount. For purposes of preparing the Initial Closing Certificatethis Agreement, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (the adjustment referred to in the case of the Initial Closing Certificate) the Business Day immediately preceding sentence will be finally calculated on which the Initial Closing Certificate is delivered by Seller to Buyer a net basis and (y) (in the case all determinations of the Final Closing Certificate and actual amounts thereof (the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted "Actual Purchase Price payable at Adjustment Amount") will be determined by reference to the Closing shall amounts thereof required to be either (I) increasedshown, if with respect to Indebtedness, on a consolidated balance sheet as of the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth opening of business on the Closing ScheduleDate and, by an amount equal with respect to Net Cash Flow, on a consolidated statement of cash flows for the amount period from and including November 2, 1997 through the opening of such excess, or (II) decreased, if the Reference Net Working Capital as set forth business on the Closing Date (collectively, the "Closing Statement"), each on a basis consistent with, and using the same accounting principles, policies, practices and procedures used in preparing, the Financial Statements and in accordance with Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess1.2 and Section 1.2(a). (b) Within sixty (60) 60 calendar days following after the Closing Date, Buyer shall Purchaser will in good faith prepare and deliver deliver, or cause to be prepared and delivered, to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set Closing Statement setting forth Buyer’s calculation Purchaser's determination of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”)Actual Purchase Price Adjustment Amount. For purposes of preparing the StatementThe parties and their respective authorized representatives will be entitled to review, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable timesduring normal business hours, the properties, books, records and work papers of the CompanyCompany to prepare or review, Buyer as the case may be, the Closing Statement and its accountantsto determine the Actual Purchase Price Adjustment Amount. Without limiting the generality or effect of any other provision hereof, (i) the parties will provide the other parties and their authorized representatives access, during normal business hours, to the facilities, personnel and accounting and other records of Buyer and/or the Company (and Buyer shall cause the parties, as the case may be, to the extent reasonably determined by such personnel other parties to cooperate and work in good faith with Seller), for purposes of reviewing be necessary to permit Purchaser to prepare or have prepared the Closing Statement and agreeing upon a Final Statement. Buyer shall provide to compute the Actual Purchase Price Adjustment Amounts as herein provided and to permit Seller to review such access to Seller Closing Statement and computation (and any accountants or other representatives of Seller)including, including by providing to Seller copies of any books, records and/or work papers if requested by Seller, within three such access as may be necessary or appropriate to permit Xxxxxx Xxxxxxxx L.L.P. (3"AA") Business Days after Buyer receives to perform an audit of Net Cash Flow); provided, however, that the parties will conduct any such review in a request from Seller for such accessmanner that does not unreasonably interfere with the conduct of any other party's business, and if (ii) Seller will take such access is not provided actions as may be reasonably requested by Purchaser to close, or to assist Purchaser in closing, as of the opening of business on the Closing Date, or as of the Closing, as the case may be, the books and accounting records of the Company and otherwise reasonably to cooperate with Purchaser and its representatives in the preparation of the Closing Statement. Concurrently with the delivery of the Closing Statement, Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred will use its reasonable efforts to below shall be extended by the number of days it takes Buyer cause AA to provide such Purchaser access in excess to any of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller firm's workpapers, trial balances and similar materials prepared in connection with such firm's audits or reviews of any of the Statement during which to notify Buyer in writing Financial Statements (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice"Workpapers"). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If, within 45 calendar days after the date of Purchaser's delivery of its computation of the Actual Purchase Price Adjustment Amount, Seller determines in good faith that such computations are inaccurate, Seller will give written notice to Purchaser within such 45 calendar day period (i) setting forth Seller's computation of Actual Purchase Price Adjustment Amount and (ii) specifying in reasonable detail Seller's basis for its disagreement with Purchaser's computations. The failure by Seller so to express its disagreement or provide such specification within such 45 calendar day period will constitute Seller's acceptance of Purchaser's computation of the Actual Purchase Price Adjustment Amounts. If Buyer Purchaser and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice disagreement between them within thirty (30) ten calendar days after the giving of Seller’s delivery notice of such Dispute Noticedisagreement, such the items in dispute shall will be resolved by a jointly selected Top Six Accounting Firm referred for determination to KPMG Peat Marwick LLP (the “Independent Accounting Firm”"Accountants") retained as promptly as practicable. The Accountants will make a determination as to each of the items in dispute, which determination will be (A) in writing, (B) furnished to each of the parties hereto as promptly as practicable after the items in dispute have been referred to the Accountants, (C) made in accordance with this Agreement, and (D) conclusive and binding upon each of the parties hereto. In connection with their determination of the disputed items, the Accountants will be entitled to rely on the Workpapers and the Company's books and records, and the fees and expenses of the Accountants will be shared equally by Seller and Buyer to resolve any remaining disputes between Buyer Purchaser and Seller specified (except as provided below). Purchaser and Seller will use reasonable efforts to cause the Accountants to render their decision as soon as practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records and similar items. If the determination of the Accountants represents an outcome more favorable to either Purchaser or Seller than the midpoint of such parties' last written settlement offers related to all items in dispute, in the Dispute Noticeaggregate, submitted to the other party at least two calendar days before the referral of the matter to the Accountants (each a "Last Offer"), then the party obtaining such favorable result will be deemed the "Prevailing Party" and the other party will be deemed the "Non-Prevailing Party". For purposes hereof, all of the fees and expenses of the Accountants, will be borne by the Non-Prevailing Party. No party will disclose to the Accountants, and the Accountants will not consider for any purpose, any settlement offer (other than the Last Offer) made by any party. (d) To the extent that the Actual Purchase Price Adjustment Amount, determined as provided in this Section 1.3 is more or less than the Estimated Purchase Price Adjustment Amount, Seller or Purchaser, as applicable, will, within ten calendar days after the final determination of the Actual Purchase Price Adjustment Amount, calculated on a net basis, pursuant to this Section 1.3, make or, in the case of Purchaser, cause to be made payment by wire transfer of immediately available funds of the amount of such difference, together with interest thereon from the Closing Date to the date of payment (at a rate equal to The Independent AccountingChase Manhattan Bank's prime rate, as publicly announced and in effect from time to time during such period, plus 2.0%, calculated on the basis of the actual number of days elapsed over 365), to such account as has been designated by Purchaser or Seller, as applicable.

Purchase Price Adjustment. (a) No Pursuant to Section 5.12, the Company shall deliver the Company Closing Financial Certificate to Acquirer not later than five (5) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) 60 days following after the Closing DateClosing, Buyer Acquirer shall prepare and deliver to Seller the Stockholders’ Agent a certificate statement (the “Acquirer Adjustment Statement”) setting forth Acquirer’s calculation of (i) the aggregate amount of the Company Cash, (ii) the aggregate amount of outstanding Company Debt, and (iii) the aggregate amount of Company Transaction Expenses, in each case, as of immediately prior to the Effective Time, and (iv) any Company Transaction Expenses pursuant to Section 5.11(b) (collectively, the “Acquirer Adjustment Calculations”), executed by an executive officer of Buyer, which shall together with supporting documentation and calculations. (c) The Stockholders’ Agent may object to the Acquirer Adjustment Calculations set forth Buyerin the Acquirer Adjustment Statement by providing written notice of such objection, together with supporting documentation and calculations, to Acquirer within 30 days after Acquirer’s calculation delivery of the Net Working Capital (including each component thereof) Acquirer Adjustment Statement (the “Modified Net Working CapitalNotice of Objection”). For purposes Any matters not expressly set forth in the Notice of preparing Objection shall be deemed to have been accepted by the Statement, Buyer shall make a physical count Stockholders’ Agent on behalf of the Company’s inventory Company Securityholders. During such 30-day period and thereafter until the final determination of the (including raw materials inventoryi) the aggregate amount of the Company Cash, work-in-process(ii) the aggregate amount of outstanding Company Debt, tooling and finished goods(iii) located at the Facility (the “Inventory Count”)aggregate amount of Company Transaction Expenses, in each case, as of immediately prior to the Measurement Effective Time, in accordance with the Agreed Principles. Seller Stockholders’ Agent and its accountants advisors (and other representativesincluding, without limitation, its independent accounting firm) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement provided with reasonable access (including any aspect of the Statement that relates remote access to the Company’s inventoryextent reasonably practicable) or constitute to the relevant financial books and records (subject to the execution of customary work paper access letters and a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company toconfidentiality agreement with Acquirer on customary terms) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company to enable it to verify the Acquirer Adjustment Calculations. (d) If the Stockholders’ Agent timely provides the Notice of Objection, then Acquirer and Buyer the Stockholders’ Agent shall cause such personnel to cooperate and work confer in good faith with Seller), for purposes a period of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access up to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) 10 Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller following Acquirer’s timely receipt of the Statement during which Notice of Objection in an attempt to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of resolve any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possibleof Objection, and any resolution by them as to any matter specified shall be set forth in a written agreement executed by each of Acquirer and the Dispute Notice Stockholders’ Agent and shall be final and binding on the parties heretohereto and the Company Securityholders. (ce) If Buyer If, after the 10 Business Day period set forth in Section 1.6(d), Acquirer and Seller and their respective accountants are unable to the Stockholders’ Agent cannot resolve any dispute specified matter set forth in a Dispute the Notice within thirty (30) days of Seller’s delivery of Objection, then Acquirer and the Stockholders’ Agent shall engage Deloitte Touche Tohmatsu Limited or, if such Dispute Noticefirm is not able or willing to so act, such dispute shall be resolved by a jointly selected Top Six Accounting Firm another independent and nationally recognized auditing firm acceptable to both Acquirer and the Stockholders’ Agent (the “Independent Accounting FirmReviewing Accountant”) retained by Seller and Buyer ), to resolve any remaining disputes between Buyer and Seller specified review only the matters in the Dispute NoticeNotice of Objection that are still disputed by Acquirer and the Stockholders’ Agent and the Acquirer Adjustment Calculations to the extent relevant thereto. After such review and a review of the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within 30 days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Company Securityholders, and the Reviewing Accountant shall provide Acquirer and the Stockholders’ Agent with a calculation of, as applicable, (i) the aggregate amount of the Company Cash, (ii) the aggregate amount of outstanding Company Debt and/or (iii) the aggregate amount of Company Transaction Expenses, in each case, as of immediately prior to the Effective Time, in accordance with such determination. (f) If the Adjusted Cash Consideration, calculated based on (i) the aggregate amount of the Company Cash, (ii) the aggregate amount of outstanding Company Debt and (iii) the aggregate amount of Company Transaction Expenses, in each case, as finally determined pursuant to Section 1.6(b), Section 1.6(d) and/or Section 1.6(e), as the case may be (the “Final Adjusted Cash Consideration”), is: (A) $50,000 (or more) less than the Adjusted Cash Consideration as set forth in the Company Closing Financial Certificate (such difference, a “Shortfall Amount”), then (1) Acquirer and the Stockholders’ Agent shall jointly instruct the Escrow Agent to release the Shortfall Amount from the Escrow Fund to Acquirer; provided that if the Shortfall Amount shall exceed the amount of the Escrow Fund, then Acquirer shall have the further right to make a claim against each Company Securityholder for its Pro Rata Share of such excess amount, and by its adoption of this Agreement and approval of the Merger, each Company Securityholder shall be deemed to have consented to such claim by Acquirer and agrees not to object to such claim and to pay such claimed amount to Acquirer as and where directed within five Business Days of receipt of such claim, and (2) if there is any amount remaining in the Escrow Fund following the release and distribution of the Shortfall Amount pursuant to clause (1), Acquirer and the Stockholders’ Agent shall jointly instruct the Escrow Agent to release such amount (less any amount of Stimulus Funds the Company received that Acquirer, in good faith, reasonably believes may become subject to repayment, which amount may be withheld only until such time as any portion thereof that is required to be repaid is finally determined and any such required repayment amount shall be paid from the Escrow Fund) to the Paying Agent and Surviving Entity, as applicable, for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares thereof, upon the terms and subject to the conditions set forth in Section 1.4; or (B) $50,000 (or more) greater than the Adjusted Cash Consideration as set forth in the Company Closing Financial Certificate (such difference, an “Excess Amount”), then (1) Acquirer shall promptly wire the Excess Amount to the Paying Agent or Surviving Entity, as applicable, for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares thereof, and (2) Acquirer and the Stockholders’ Agent shall jointly instruct the Escrow Agent to release the full amount of the Escrow Fund to the Paying Agent and Surviving Entity, as applicable, for further distribution to the Company Securityholders in accordance with their respective Pro Rata Shares thereof, upon the terms and subject to the conditions set forth in Section 1.4. (g) The Independent Accountingfees, costs and expenses of the Reviewing Accountant shall be allocated between the Stockholders’ Agent (on behalf of the Company Securityholders), on the one hand, and Acquirer, on the other hand, in the same proportion that the aggregate amount of the disputed items submitted to the Reviewing Accountant that is unsuccessfully disputed by each such party (as finally determined by the Reviewing Accountant) bears to the total amount of such disputed items so submitted. (h) Any payments made pursuant to this Section 1.6 shall be treated as adjustments to the Merger Consideration for all Tax purposes to the maximum extent permitted under Applicable Law.

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: (a) No later than five USE and Silva have agreed that the shares of common stoxx xf USE held by Brunton, and other identified assets Brunton acquired from USE (5"USE assets") Business Days prior together with the obligation to pay the anticipated Closing Date, Seller shall deliver to Buyer a certificate balance of US$276,352 (the “Initial Closing Certificate”as of 1/23/96), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth owing on the Closing SchedulePromissory Note of $324,349.82 dated 8/2/94, by an amount equal to shall remain with and be the amount obligation of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excessUSE. (b) Within sixty USE and Silva have engaged Arthur Andersen LLP and Graxx Thornton LLP, xxxpxxxxxxxx (60collectively xxx Xxxxpendent Accountant's) days following to represent them in assisting the Closing Dateparties in determining what the Adjusted Shareholder's Equity (as hereinafter defined) in Brunton would be as of January 31, Buyer shall prepare and deliver 1996 after removing the USE assets referenced in paragraph (a) above. Attached to Seller a certificate (this Agreement as Exhibit "A" is the “Statement”)November 30, executed by an executive officer 1995 Balance Sheet of BuyerBrunton, which shall set forth Buyer’s calculation will be used to arrive at Adjusted Shareholder's Equity in Brunton as of January 31, 1996 (hereinafter referred to as the "Adjusted Shareholder's Equity" or "ASE"). The adjustment of the Net Working Capital (including each component thereof) (shares of USE assets are included in adjustment #1 and #3 in Exhibit "A". Representatives of the “Modified Net Working Capital”). For purposes of preparing the StatementIndependent Accountants will travel to Brunton operations in Riverton, Buyer shall make Wyoming on or before February 1, 1996 to observe a physical count of inventories of the Company’s inventory (including raw materials materials, finished goods, and work in process. USE and Brunton agree to provide Silva and its representatives access to the ofxxxxx of Brunton to inspect the premises, inventory, work-in-processbooks, tooling accounts, records, contracts and finished goods) located at documents and to confer with Brunton's employees and consultants for the Facility (purpose of determining that USE's and Brunton's representations and warranties regarding Brunton are true. Additionally, the “Inventory Count”)Independent Accountants representatives will review, as directed by USE and Silva, the Brunton accounts receivable, accounts xxxable, xxxxx payable and the property, plant and equipment listings of Brunton. The audit firms will further review and discuss with management's of USE and Silva, any assets or liabilities that may be of concerx xx USE or Silva. The Independent Accountants have not been xxgaged to reach any business decisions regarding the Measurement Timeadjusted assets and liabilities of Brunton, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right but are to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates bring to the Company’s attention of USE and Silva any areas of concern that they may haxx. Xanagement of USE and Silva shall utilize the recommendations of xxxxx respective Independent Accountants to determine what the ASE of Brunton is as of January 31, 1996. Any negative adjustments to accounts receivable, inventory) , or constitute a waiver property, plant and equipment will become the property of USE and USE is free to dispose of any such right. For purposes of preparing the Statementaccounts receivable, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller inventory, property, plant and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountantsequipment, and personnel of Buyer and/or the Company (collect any delinquent accounts receivable and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and retain all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties heretoproceeds generated therefrom. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting

Purchase Price Adjustment. (a) Not more than five (5) Business Days, but in no event less than three (3) Business Days, before the Closing Date, Seller shall deliver to Purchaser: (i) an estimated unaudited combined balance sheet of the Companies as of the close of business on the Closing Date prepared on a basis consistent with the template attached as Schedule 2.6(a) and including only those assets and liabilities listed on Schedule 2.6(a) (the “Estimated Adjusted Closing Balance Sheet”); (ii) a statement (the “Estimated Adjustment Statement” and, together with the Estimated Adjusted Closing Balance Sheet, the “Estimated Financial Statements”) setting forth Seller’s good faith estimate of: (A) the Adjusted Aggregate Net Indebtedness (such estimated amount, the “Estimated Adjusted Aggregate Net Indebtedness”); (B) the Adjusted Net Working Capital (such estimated amount, the “Estimated Adjusted Net Working Capital”); (C) the amount of the Adjustment Liabilities (such estimated amount, the “Estimated Adjustment Liabilities”); (D) the Seller Outstanding Checks (such estimated amount, the “Estimated Seller Outstanding Checks”); and (E) the Accrued Bonus Amount (such estimated amount, the “Estimated Accrued Bonus Amount”); in each case as of the close of business on the Closing Date, with such amounts being derived from the Estimated Adjusted Closing Balance Sheet or determined as contemplated by Exhibit C, accompanied by a statement showing in reasonable detail how such good faith estimate was determined. The Estimated Adjustment Statement shall be prepared in accordance with Seller Accounting Principles and, with respect to the Adjusted Net Working Capital, the Adjusted Net Working Capital Example. If there is an inconsistency between Seller Accounting Principles and the definitions of Adjusted Aggregate Net Indebtedness, Adjusted Net Working Capital, Adjustment Liabilities, Seller Outstanding Checks and Accrued Bonus Amount, the terms set forth in such definitions shall control. If there is an inconsistency between Seller Accounting Principles and the Adjusted Net Working Capital Example, the Adjusted Net Working Capital Example shall control. Contemporaneously with the delivery of the Estimated Adjustment Statement, Seller shall also deliver to Purchaser copies of supporting calculations that Seller used in preparing the Estimated Adjustment Statement. (b) The Base Purchase Price shall be subject to adjustment, without duplication, on the Closing Date as follows: (i) If the Estimated Adjusted Aggregate Net Indebtedness is less than U.S.$34,000,000, the Base Purchase Price shall be increased by an amount equal to the amount by which the Estimated Adjusted Aggregate Net Indebtedness is less than U.S.$34,000,000. If the Estimated Adjusted Aggregate Net Indebtedness is greater than U.S.$34,000,000, the Base Purchase Price shall be decreased by an amount equal to the amount by which the Estimated Adjusted Aggregate Net Indebtedness exceeds U.S.$34,000,000. (ii) If the Estimated Adjusted Net Working Capital is less than the Target Adjusted Net Working Capital, the Base Purchase Price shall be decreased by an amount equal to the amount by which the Target Adjusted Net Working Capital exceeds the Estimated Adjusted Net Working Capital. If the Estimated Adjusted Net Working Capital is greater than the Target Adjusted Net Working Capital, the Base Purchase Price shall be increased by an amount equal to the amount by which the Estimated Adjusted Net Working Capital exceeds the Target Adjusted Net Working Capital. (iii) If the Estimated Adjustment Liabilities are greater than U.S.$231,000,000, the Base Purchase Price shall be decreased by an amount equal to the amount by which the Estimated Adjustment Liabilities exceed U.S.$231,000,000 less the amount of any Tax Benefit associated with such excess. If the Estimated Adjustment Liabilities are less than U.S.$231,000,000, the Base Purchase Price shall be increased by an amount equal to the amount by which U.S.$231,000,000 exceeds the Estimated Adjustment Liabilities less the amount of any Tax Benefit associated with such excess. (iv) The Base Purchase Price shall be increased by the Estimated Seller Outstanding Checks. (v) The Base Purchase Price shall be decreased by the amount of the Estimated Accrued Bonus Amount less the amount of any Tax Benefit associated with such Estimated Accrued Bonus Amount. (c) Within one hundred and twenty (120) days after the Closing Date, Purchaser shall prepare and deliver to Seller: (i) an unaudited combined balance sheet of the Companies as of the close of business on the Closing Date (the “Closing Balance Sheet”); and (ii) a statement (the “Closing Adjustment Statement” and, together with the Closing Balance Sheet, the “Closing Date Financial Statements”) setting forth: (A) the Adjusted Aggregate Net Indebtedness; (B) the Adjusted Net Working Capital; (C) the Adjustment Liabilities; (D) the Seller Outstanding Checks; and (E) the Accrued Bonus Amount; in each case as of the close of business on the Closing Date, with such amounts being derived from the Closing Balance Sheet and accompanied by a statement showing in reasonable detail how such amount was determined. The Closing Date Financial Statements shall be prepared in accordance with Seller Accounting Principles and, with respect to the Adjusted Net Working Capital, the Adjusted Net Working Capital Example. If there is an inconsistency between Seller Accounting Principles and the definitions of Adjusted Aggregate Net Indebtedness, Adjusted Net Working Capital, Adjustment Liabilities, Seller Outstanding Checks and Accrued Bonus Amount, the terms set forth in such definitions shall control. If there is an inconsistency between Seller Accounting Principles and the Adjusted Net Working Capital Example, the Adjusted Net Working Capital Example shall control. Contemporaneously with the delivery of the Closing Date Financial Statements, Purchaser shall also deliver to Seller (subject to the confidentiality obligations of Section 6.4 (Publicity)) copies of the supporting calculations that Purchaser used in preparing the Closing Date Financial Statements. (d) In the event that Seller either (i) has no objections to the Closing Date Financial Statements as prepared by Purchaser and does not deliver a Dispute Notice to Purchaser prior to the expiration of the Objection Deadline, or (ii) Seller otherwise fails to deliver a Dispute Notice to Purchaser prior to the expiration of the Objection Deadline then, upon expiration of the Objection Deadline, the Closing Date Financial Statements prepared by Purchaser, including the Adjusted Aggregate Net Indebtedness, the Adjusted Net Working Capital, the Adjustment Liabilities, Seller Outstanding Checks and the Accrued Bonus Amount (all such items, the “Closing Adjustment Items”) set forth therein, shall be deemed to be and shall become final, binding and conclusive on all of the Parties. In the event that Seller disputes the amount of any of the Closing Adjustment Items as set forth in the Closing Date Financial Statements, Seller shall, on or prior to the date that is forty-five (45) days following the date on which Purchaser delivers the Closing Date Financial Statements to Seller (the “Objection Deadline”), prepare and deliver to Purchaser a written notice of dispute (the “Dispute Notice”), which Dispute Notice shall (i) identify with reasonable specificity, and provide a reasonably detailed explanation of, the basis upon which Seller has delivered such Dispute Notice, including the applicable provisions of this Agreement on which the dispute set forth in such Dispute Notice is based, and (ii) set forth the amount of each of the Closing Adjustment Items that Seller believe existed as of the close of business on the Closing Date, together with supporting documents and information that Seller has utilized in connection with making such determinations and calculations. (e) In the event Seller timely delivers a Dispute Notice to Purchaser in accordance with the terms hereof, Purchaser and Seller shall in good faith attempt to reconcile their differences and specify any resolution in writing. Any definitive written resolution by Purchaser and Seller as to any such disputes shall be final, binding and conclusive on all of the Parties. If Purchaser and Seller are unable to resolve any such dispute within thirty (30) days after Purchaser’s receipt of the Dispute Notice from Seller, either Purchaser or Seller may submit the items remaining in dispute for resolution to Ernst & Young Global Limited or another independent accounting firm mutually acceptable to Purchaser and Seller (the “Independent Accounting Firm”). Upon the selection of the Independent Accounting Firm, and in any event within fifteen (15) Business Days following such selection, Purchaser and Seller shall submit to such Independent Accounting Firm (and the other Party) documentary materials and analyses that Purchaser or Seller, as the case may be, believes support its respective position relating to the disputed matters set forth in the Dispute Notice, but excluding any work papers of independent certified public accountants. The Independent Accounting Firm shall, within forty-five (45) Business Days after receipt of all such submissions by Purchaser and Seller, make a determination in accordance with standards provided herein and deliver to Purchaser and Seller a written report (the “Final Report”) containing such Independent Accounting Firm’s determination of the disputed matters that were so submitted to it (and only such matters). In resolving any matter specified in a Dispute Notice, the Independent Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The determinations of the Independent Accounting Firm that are contained in the Final Report shall be final, binding and conclusive on all of the Parties. The fees and disbursements of the Independent Accounting Firm shall be paid by Seller in the same proportion that the aggregate amount of the remaining disputed items so submitted to the Independent Accounting Firm that are unsuccessfully disputed by Seller (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted, and the balance shall be paid by Purchaser. (f) No later than five (5) Business Days prior to following the anticipated Closing Determination Date, Seller or Purchaser (or applicable Purchaser Designee, who shall deliver be caused by Purchaser to Buyer a certificate (make the “Initial Closing Certificate”relevant payment), executed by an executive officer of Selleras the case may be, which shall set forth a calculation make the following payments, after netting, without duplication, against each other all payments required to be made by Seller of Seller’s good faith estimate of and/or Purchaser (or the Net Working Capital applicable Purchaser Designee), as the case may be, pursuant to clauses (including each component thereofi) through (the “Estimated Net Working Capital”). On the Business Day prior xii) immediately below, with all such payments being made to the anticipated Closing Dateapplicable Person(s) via wire transfer of immediately available funds to the account or accounts designated in writing by the Person(s) entitled to receive such payment: (i) if the Estimated Adjusted Aggregate Net Indebtedness is a negative amount and is less than the Final Adjusted Aggregate Net Indebtedness, Seller shall deliver pay to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by Purchaser an amount equal to the amount of such excess, or (II) decreasedby which the Final Adjusted Aggregate Net Indebtedness exceeds the Estimated Adjusted Aggregate Net Indebtedness; for example, if the Reference Estimated Adjusted Aggregate Net Working Capital as set forth on Indebtedness is (U.S.$20) and the Closing Schedule exceeds Final Adjusted Aggregate Net Indebtedness is (U.S.$10), Seller pays Purchaser U.S.$10; (ii) if the Estimated Adjusted Aggregate Net Working Capital as set forth in Indebtedness is a negative number and is greater than the Final Closing CertificateAdjusted Aggregate Net Indebtedness, by Purchaser shall pay to Seller an amount equal to the amount by which the Estimated Adjusted Aggregate Net Indebtedness exceeds the Final Adjusted Aggregate Net Indebtedness; for example, if the Estimated Adjusted Aggregate Net Indebtedness is (U.S.$20) and the Final Adjusted Aggregate Net Indebtedness is (U.S.$30), Purchaser pays Seller U.S.$10; (iii) if the Estimated Adjusted Aggregate Net Indebtedness is a positive number and is less than the Final Adjusted Aggregate Net Indebtedness, Seller shall pay to Purchaser an amount equal to the amount by which the Final Adjusted Aggregate Net Indebtedness exceeds the Estimated Adjusted Aggregate Net Indebtedness; for example, if the Estimated Adjusted Aggregate Net Indebtedness is U.S.$20 and the Final Adjusted Aggregate Net Indebtedness is U.S.$30, Seller pays Purchaser U.S.$10; (iv) if the Estimated Adjusted Aggregate Net Indebtedness is a positive number and is greater than the Final Adjusted Aggregate Net Indebtedness, Purchaser shall pay to Seller an amount equal to the amount by which the Estimated Adjusted Aggregate Net Indebtedness exceeds the Final Adjusted Aggregate Net Indebtedness; for example, if the Estimated Adjusted Aggregate Net Indebtedness is U.S.$30 and the Final Adjusted Aggregate Net Indebtedness is U.S.$20, Purchaser pays Seller U.S.$10; (v) if the Estimated Adjusted Net Working Capital is less than the Final Adjusted Net Working Capital, Purchaser shall pay to Seller an amount equal to the amount by which the Final Adjusted Net Working Capital exceeds the Estimated Adjusted Net Working Capital; (vi) if the Estimated Adjusted Net Working Capital is greater than the Final Adjusted Net Working Capital, Seller shall pay to Purchaser an amount equal to the amount by which the Estimated Adjusted Net Working Capital exceeds the Final Adjusted Net Working Capital; (vii) if the Estimated Adjustment Liabilities are less than the Final Adjustment Liabilities, Seller shall pay to Purchaser an amount equal to the amount by which the Final Adjustment Liabilities exceed the Estimated Adjustment Liabilities less the amount of any Tax Benefit associated with such excess; (viii) if the Estimated Adjustment Liabilities are greater than the Final Adjustment Liabilities, Purchaser shall pay to Seller an amount equal to the amount by which the Estimated Adjustment Liabilities exceed the Final Adjustment Liabilities less the amount of any Tax Benefit associated with such excess; (ix) if the Estimated Seller Outstanding Checks is less than the Final Seller Outstanding Checks, Purchaser shall pay to Seller an amount equal to the amount by which the Final Seller Outstanding Checks exceeds the Estimated Seller Outstanding Checks; (x) if the Estimated Seller Outstanding Checks is greater than the Final Seller Outstanding Checks, Seller shall pay to Purchaser an amount equal to the amount by which the Estimated Seller Outstanding Checks exceeds the Final Seller Outstanding Checks; (xi) if the Estimated Accrued Bonus Amount is less than the Final Accrued Bonus Amount, Seller shall pay to Purchaser an amount equal to the amount by which the Final Accrued Bonus Amount exceeds the Estimated Accrued Bonus Amount less the amount of any Tax Benefit associated with such excess; and (xii) if the Estimated Accrued Bonus Amount is greater than the Final Accrued Bonus Amount, Purchaser shall pay to Seller an amount equal to the amount by which the Estimated Accrued Bonus Amount exceeds the Final Accrued Bonus Amount less the amount of any Tax Benefit associated with such excess. (bg) Within sixty (60Any amount payable pursuant to Section 2.6(f) days following shall bear simple interest at the Applicable Rate determined as of the Closing Date, Buyer shall prepare and deliver to Seller accrue daily on the basis of a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45365-day period referred to below shall be extended by year, calculated for the actual number of days it takes Buyer to provide such access in excess elapsed from (and including) the Closing Date through (but excluding) the date of such 3-Business Day periodpayment. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice Such interest payment shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees payable together with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed amount payable pursuant to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties heretoSection 2.6(f). (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting

Purchase Price Adjustment. (a) No Seller shall prepare and deliver to Buyer, no later than five (5) Business Days prior to the anticipated Closing DateDate the following: (i) a combined balance sheet of the Devices & Services Business, Seller shall deliver to Buyer a certificate (as of the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) previous Monthly Period End (the “Estimated Net Working CapitalClosing Balance Sheet”). On , prepared by Seller in accordance with the Business Day prior to Accounting Principles; (ii) a combined EBITDA and CAPEX statement for the anticipated Closing DateDevices & Services Business, Seller shall deliver to Buyer an updated Initial Closing Certificate as of the Seller’s previous Monthly Period End (the “Final Estimated Closing CertificateCash Earnings”), executed prepared by an executive officer of Seller, which shall set forth an updated Seller and in accordance with the Accounting Principles; (iii) a detailed calculation by Seller of the Estimated Adjustment Amount (including the Net Cash Adjustment, Net Working Capital Adjustment, Cash Earnings Adjustment and Seller Transaction Expenses and the Exhibit O Adjustment Amount) as of the Seller’s previous Monthly Period End based on the Estimated Closing Balance Sheet and the Estimated Closing Cash Earnings (including each component thereofthe “Estimated Adjustment Amount”) to reflect any changes in the calculation (an illustrative example of which is set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (Exhibit A), converted into United States dollars at together with such schedules and data as may be appropriate to support such calculation; and (iv) a certificate of the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if chief executive officer or chief financial officer of Seller certifying that the Estimated Net Working Capital as set forth Closing Balance Sheet, Estimated Closing Cash Earnings and Estimated Adjustment Amount have been prepared in accordance with the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excessAccounting Principles. (b) In connection with Buyer’s review of the Estimated Closing Balance Sheet, Estimated Closing Cash Earnings and calculation of the Estimated Adjustment Amount, Buyer and its Representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Seller or any of its Affiliates or any of their respective Representatives in connection with preparation of the Estimated Closing Balance Sheet, the Estimated Closing Cash Earnings and/or calculation of Estimated Adjustment Amount, and to finance personnel of Seller or any of its Affiliates and any other information which Buyer reasonably requests, and Seller shall, and shall cause its Subsidiaries and Representatives to, cooperate reasonably with Buyer and its Representatives in connection therewith. Buyer shall have until two (2) Business Days prior to the Closing Date to provide Seller any comments on the statement of the Estimated Adjustment Amount and the data and calculations set forth therein, which comments shall be considered by Seller in good faith (and if revised by Seller in response to Buyer’s comments, the revised statement shall be the statement of the Adjustment Amount hereunder). (c) The Initial Purchase Price shall be (i) increased by the absolute value of the Estimated Adjustment Amount if it is positive, or (ii) decreased by the absolute value of the Estimated Adjustment Amount if it is negative. (d) Within sixty seventy-five (6075) days following the Closing Date, Buyer shall prepare and deliver to Seller the following (collectively, the “Preliminary Adjustment Statement”): (i) a certificate combined balance sheet of the Devices & Services Business as of the Closing (the “StatementPreliminary Closing Balance Sheet”), executed prepared by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Accounting Principles. Seller ; (ii) a combined EBITDA and its accountants (and other representatives) shall have CAPEX statement for the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring Devices & Services Business as of the Inventory Count shall limitClosing (the “Preliminary Closing Cash Earnings”), impair or otherwise preclude Seller’s right to dispute any aspect prepared by Buyer and in accordance with the Accounting Principles; (iii) a detailed calculation by Buyer of the Statement Adjustment Amount (including any aspect the Net Cash Adjustment, Net Working Capital Adjustment, and Cash Earnings Adjustment and the Exhibit O Adjustment Amount) as of the Statement that relates to Closing based on the Company’s inventory) or constitute a waiver of any Preliminary Closing Balance Sheet and the Preliminary Closing Cash Earnings (the “Preliminary Adjustment Amount”), together with such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that schedules and data as may be issued following the Closing Date. After the date that Buyer delivers the Statement appropriate to Seller and until the completion support such calculation; and (iv) a certificate of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel chief executive officer or chief financial officer of Buyer and/or certifying that the Company Preliminary Closing Balance Sheet and Preliminary Closing Cash Earnings have been prepared in accordance with the Accounting Principles; and (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3e) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five sixty (4560) days after delivery to Seller following receipt of the Preliminary Adjustment Statement during which to review the Preliminary Closing Balance Sheet, the Preliminary Closing Cash Earnings and the calculation of Preliminary Adjustment Amount and to notify Buyer in writing of any dispute regarding the amount of the Preliminary Adjustment Amount set forth on the Preliminary Adjustment Statement (a the “Dispute Notice”) of any dispute of any item contained ), specifying the reasons therefor in the Statement, which reasonable detail. If no Dispute Notice shall set forth is delivered by Seller within such sixty (60) day review period or if Seller delivers a description written acceptance of the dispute Preliminary Closing Balance Sheet, the Preliminary Closing Cash Earnings and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice Preliminary Adjustment Amount during such 45-sixty (60) day period, then only those matters that are specified in such Dispute Notice Preliminary Closing Balance Sheet, Preliminary Closing Cash Earnings and Preliminary Adjustment Amount shall be deemed (i) conclusive and binding on the parties in dispute all respects and all other matters shall be (ii) final and binding upon Buyer and Seller (other than those matters that change non-appealable for all purposes hereunder, as a result of the resolution end of any disputed matter the sixty (60) day review period or the date of receipt by Buyer of such written acceptance, as applicable. Any item set forth in the Dispute Notice). Preliminary Closing Balance Sheet, the Preliminary Closing Cash Earnings or the calculation of Preliminary Adjustment Amount and not specifically objected to by Seller within such sixty (60) day period shall be deemed (i) conclusive and binding on the parties in all respects and (ii) final and non-appealable for all purposes hereunder. (f) In connection with Seller’s review, Seller and its Representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Buyer, the Transferred Subsidiaries or any of their Affiliates, or any of their respective Representatives in connection with preparation of the Preliminary Closing Balance Sheet, the Preliminary Closing Cash Earnings and/or its calculation of Preliminary Adjustment Amount, and to finance personnel of Buyer, the Transferred Subsidiaries or any of their Affiliates and any other information which Seller reasonably requests, and Buyer shall, and shall cause the Transferred Subsidiaries and its other Affiliates to, cooperate reasonably with Seller and its Representatives in connection therewith. (g) If Seller fails to deliver delivers a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the StatementBuyer, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants Seller shall cooperate in good faith to resolve any dispute(s) specified therein such dispute as promptly as possiblepracticable and, upon such resolution, if any, any adjustments to the Preliminary Closing Balance Sheet, Preliminary Closing Cash Earnings and any resolution by them as to any matter specified in the Dispute Notice Preliminary Adjustment Amount shall be final made as agreed upon by Buyer and binding on the parties hereto. (c) Seller. If Buyer and Seller and their respective accountants are unable to resolve any such dispute specified within twenty (20) Business Days (or such longer period as Buyer and Seller shall mutually agree in a Dispute Notice within thirty (30writing) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by the Independent Accounting Firm, and such determination by the Independent Accounting Firm shall be (x) conclusive and binding on the parties in all respects and (y) final and non-appealable for all purposes hereunder; provided, however, that such determination may be reviewed, corrected or set aside by a jointly selected Top Six court of competent jurisdiction, but only if and to the extent that the Independent Accounting Firm is found by such court of competent jurisdiction to have made mathematical errors with respect to its ruling or failed to follow the provisions of this Agreement; provided, further, that (i) the Independent Accounting Firm may consider only those items and amounts (and related items and amounts) as to which Buyer and Seller have disagreed within the time periods and on the terms specified above, (ii) the Independent Accounting Firm shall be bound by the provisions of this Section 2.10(g) and (iii) the Independent Accounting Firm’s determination of the Preliminary Adjustment Amount may neither be less than the lower, nor more than the higher, of Buyer’s and Seller’s respective calculations of the Preliminary Adjustment Amount. Any expenses relating to the engagement of the Independent Accounting Firm in respect of its services pursuant to this Section 2.10(g) shall be borne by Buyer and Seller in a manner that is inversely proportionate to the relative difference between the calculation of Preliminary Adjustment Amount proposed by each of Buyer and Seller and the Preliminary Adjustment Amount as finally determined by the Independent Accounting Firm. The Independent Accounting Firm shall be instructed to use commercially reasonable efforts to make its final determination within thirty (30) days of submission by the parties hereto of the dispute to it and, in any case, as promptly as practicable after such submission. Buyer and Seller shall each furnish the Independent Accounting Firm (such work papers and other documents and information relating to the disputed issues as the Independent Accounting Firm shall request). The Preliminary Adjustment Amount, (i) if deemed final in accordance with Section 2.10(d), as originally submitted by Buyer, or (ii) if a Dispute Notice has been timely delivered by Seller in accordance with this Section 2.10(g), as determined pursuant to the resolution of such dispute in accordance with this Section 2.10(g), shall be the “Independent Accounting FirmFinal Adjustment Amount”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting.

Purchase Price Adjustment. (a) No later than five (5) Business Days prior In order to determine the anticipated Closing DatePurchase Price, Seller shall deliver to Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital Purchase Price will be (including each component thereofi) to reflect any changes increased by the amount, if any, by which the NWC Over/Under Amount as finally determined in accordance with this Section 1.3 exceeds the calculation set forth corresponding amount thereof used in determining the Initial Closing CertificateEstimated Purchase Price Adjustment Amounts, including without limitation(ii) increased by the amount, any adjustments attributable to changes if any, by which the Indebtedness used in determining the applicable exchange ratesEstimated Purchase Price Adjustment Amounts exceeds the amount of Indebtedness as finally determined in accordance with this Section 1.3, (iii) decreased by the amount, if any, by which the NWC Over/Under Amount as finally determined in accordance with this Section 1.3 is less than the corresponding amount thereof used in so determining the Estimated Purchase Price Adjustment Amounts, and (iv) decreased by the amount, if any, by which the amount of Indebtedness as finally determined in accordance with this Section 1.3 exceeds the corresponding amount thereof used in determining the Estimated Purchase Price Adjustment Amounts. For purposes of preparing the Initial Closing Certificatethis Agreement, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (the adjustment referred to in the case of the Initial Closing Certificate) the Business Day immediately preceding sentence will be finally calculated on which the Initial Closing Certificate is delivered by Seller to Buyer a net basis and (y) (in the case all determinations of the Final Closing Certificate and actual amounts thereof (the Statement"Actual Purchase Price Adjustment Amounts") one (1) Business Day preceding will be determined by the amounts thereof required to be shown on a consolidated balance sheet of the Company prepared in accordance with this Section 1.3 as of the opening of business on the Closing DateDate (the "Closing Date Balance Sheet") on a basis consistent with, and (B) following using the conversion into pound sterling described same accounting principles, policies, practices and procedures used in clause (A)preparing, converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at Balance Sheet and otherwise in accordance with the Closing shall be either (I) increased, if the Estimated Net Working Capital as principles set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (IISchedule 1.3(a) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excessand Section 1.2(a). (b) Within sixty (60) 60 calendar days following after the Closing Date, Buyer shall Seller will in good faith prepare and deliver deliver, or cause to Seller a certificate (be prepared and delivered, to Purchaser an unaudited Closing Date Balance Sheet setting forth the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed PrinciplesActual Purchase Price Adjustment Amounts. Seller and its accountants (and other representatives) shall have the right authorized representatives will be entitled to be physically present duringreview, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable timesduring normal business hours, the properties, books, records and work papers of the CompanyCompany to prepare the Closing Date Balance Sheet and to determine the Actual Purchase Price Adjustment Amounts. Without limiting the generality or effect of any other provision hereof, Buyer Purchaser will (i) provide Seller and its accountantsrepresentatives access, during normal business hours, to the facilities, personnel and accounting and other records of the Company to the extent reasonably determined by Seller to be necessary to permit Seller to prepare or have prepared the Closing Date Balance Sheet and to compute the Actual Purchase Price Adjustment Amounts as herein provided; provided, however, that Seller will conduct any such review in a manner that does not unreasonably interfere with the conduct of the Business by the Company after the Closing, and personnel (ii) take such actions as may be reasonably requested by Seller to close, or to assist Seller in closing, as of Buyer and/or the opening of business on the Closing Date, the books and accounting records of the Company (and Buyer shall cause such personnel otherwise reasonably to cooperate with Seller and work its representatives in good faith the preparation of the Closing Date Balance Sheet. Concurrently with Seller)the delivery of the Closing Date Balance Sheet, for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall Seller will use its reasonable efforts to cause Xxxxxx Xxxxxxxx L.L.P. to provide such Purchaser access to Seller (any of such firm's workpapers, trial balances and any accountants similar materials prepared in connection with such firm's audits or other representatives of Seller), including by providing to Seller copies reviews of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing Financial Statements (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice"Workpapers"). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If, within 30 calendar days after the date of Seller's delivery of its computation of the Actual Purchase Price Adjustment Amounts, Purchaser determines in good faith that such computations are inaccurate, Purchaser will give written notice to Seller within such 30 calendar day period (i) setting forth Purchaser's computation of Actual Purchase Price Adjustment Amounts and (ii) specifying in reasonable detail Purchaser's basis for its disagreement with Seller's computations. The failure by Purchaser so to express its disagreement or provide such specification within such 30 calendar day period will constitute Purchaser's acceptance of Seller's computation of the Actual Purchase Price Adjustment Amounts. If Buyer Purchaser and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice disagreement between them within thirty (30) ten calendar days after the giving of Seller’s delivery notice of such Dispute Noticedisagreement, such the items in dispute shall will be resolved by a jointly selected Top Six Accounting Firm referred for determination to the Charlotte, North Carolina office of KPMG Peat Marwick LLP (the “Independent Accounting Firm”"Accountants") retained as promptly as practicable. The Accountants will make a determination as to each of the items in dispute, which determination will be (A) in writing, (B) furnished to each of the parties hereto as promptly as practicable after the items in dispute have been referred to the Accountants, (C) made in accordance with this Agreement, and (D) conclusive and binding upon each of the parties hereto. In connection with their determination of the disputed items, the Accountants will be entitled to rely on the Workpapers and the Company's or C&A's, as the case may be, books and records, and the fees and expenses of the Accountants will be shared equally by Seller and Buyer to resolve any remaining disputes between Buyer Purchaser and Seller specified (except as provided below). Purchaser and Seller will use reasonable efforts to cause the Accountants to render their decision as soon as practicable, including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records and similar items. If the determination of the Accountants represents an outcome more favorable to either Purchaser or Seller than the midpoint of such parties' last written settlement offers related to all items in dispute, in the Dispute Noticeaggregate, submitted to the other party at least two calendar days before the referral of the matter to the Accountants (each a "Last Offer"), then the party obtaining such favorable result will be deemed the "Prevailing Party" and the other party will be deemed the "Non-Prevailing Party". The Independent AccountingFor purposes hereof, all of the fees and expenses of the Accountants, will be borne by the Non-Prevailing Party. No party will disclose to the Accountants, and the Accountants will not consider for any purpose, any settlement offer (other than the Last Offer) made by any party. (d) To the extent that the Actual Purchase Price Adjustment Amounts, calculated on a net basis, determined as provided in this Section 1.3 is more or less than the Estimated Net Purchase Price Adjustment Amounts, Seller or Purchaser, as applicable, will, within ten calendar days after the final determination of the Actual Purchase Price Adjustment Amounts, calculated on a net basis, pursuant to this Section 1.3, make payment by wire transfer of immediately available funds of the amount of such difference, together with interest thereon from the Closing Date to the date of payment (at a rate equal to Chase Manhattan Bank's prime rate, as publicly announced and in effect from time to time during such period, plus 2.0%, calculated on the basis of the actual number of days elapsed over 365), to such account as has been designated by Purchaser or Seller, as applicable.

Purchase Price Adjustment. If the Net Operating Margin (as defined below) from Plaza for the year ending December 31, 2001 is not at least $581,400, then Seller shall pay to Purchaser an amount (the "Adjustment Amount") equal to 37.5 percent of the amount by which $581,400 exceeds the Net Operating Margin for the year ending December 31, 2001. For purposes of this Agreement, Net Operating Margin shall mean, for the year ending December 31, 2001, the net income for Plaza determined in accordance with generally accepted accounting principles ("GAAP") adjusted as follows: (a) No increased by depreciation and amortization expenses, (b) increased by the amount by which the actual cash received during the period as rental payments exceeds the amount required to be accrued under GAAP as straight line rental income or decreased by the amount by which the actual cash received during the periods as rental payments is less than the amount required to be accrued under GAAP as straight line rental income, (c) reduced by the principal amortization on the Mortgage Loan (as defined in Section 2 below), and (d) reduced by lender reserves for capital expenditures required by the Mortgage (as defined in Section 2 below). On or before April 1, 2002, management of AmeriVest will provide a written determination of the Net Operating Margin to each of the directors of AmeriVest. At the request of a majority of the disinterested directors of AmeriVest, this determination of Net Operating Margin shall be submitted to AmeriVest's independent auditors (the "Auditors") for approval. On or before April 26, 2002 (or such later than five date that the Auditors complete a requested approval and review process), Purchaser shall provide Seller in writing with Purchaser's determination of the Net Operating Margin (5the "Determination Notice") Business Days prior in reasonable detail showing the adjustments described in the definition of Net Operating Margin and also stating whether the determination of Net Operating Margin was approved by the Auditors. If the determination of Net Operating Margin was not approved by the Auditors, and Seller objects to the anticipated Closing Datecalculation of Net Operating Margin, Seller shall notify Purchaser of the objection in writing (the "Objection Notice") within five business days after receipt of the Determination Notice. Within five business days of receiving the Objection Notice, Purchaser shall submit the determination and objection to the Auditors and request that the Auditors approve the determination or revise the determination within 10 business days after submission to the Auditors. A copy of the determination or approval of Net Operating Margin by the Auditors shall be delivered by Purchaser to Seller promptly upon receipt by Purchaser. The determination of Net Operating Margin as approved or revised by the Auditors (the "Auditors' Determination") shall be considered as final for purposes of this Section 1.3. Seller shall deliver to Buyer a certificate (Purchaser the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate Adjustment Amount within five business days after the delivery of the Net Working Capital (including each component thereof) (Determination Notice if no Objection Notice is timely given or within five business days after the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller delivery of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, Auditors' Determination if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excessObjection Notice is timely given. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting

Purchase Price Adjustment. The Preliminary Purchase Price shall be subject to adjustment according to this Section 2.5. (a) No later than five At least three (53) Business Days business days prior to the anticipated Closing Date, Seller the Company shall deliver to the Buyer a certificate an estimated balance sheet as of the opening of business on the Closing Date (the “Initial "Estimated Closing Certificate”), executed by an executive officer of Seller, which shall set forth Date Balance Sheet") and a calculation by Seller of Seller’s good faith written estimate of the Net Working Capital (including each component thereof) (Amount and the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller cash of the Company as of the opening of business on the Closing Date (respectively, the "Estimated Closing Date Net Working Capital (including each component thereof) to reflect any changes in Amount" and the calculation set forth in the Initial "Estimated Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange ratesDate Cash"). For purposes of preparing the Initial Closing Certificateestimate of the amount of cash, the Final Closing Certificate and the Statement, such estimate shall reflect (i) a deduction from any Current Assets or Current Liabilities that are denominated cash balance in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the aggregate amount of all drafts, checks and wire transfers issued on accounts of the Company and its Subsidiaries that remain outstanding and uncleared as of such excesstime and date, or and (IIii) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth an addition to any cash balance in the Final Closing Certificate, by an amount equal to the aggregate amount of all drafts, checks and wire transfers that have been received by the Company and its Subsidiaries as of such excesstime and date but that have either not been cashed or not been cleared. The Estimated Closing Date Balance Sheet, the Estimated Closing Date Net Working Capital Amount and the Estimated Closing Date Cash shall be prepared in accordance with Schedule 1.1(a) (which will exclude transaction related items) and GAAP, including the accounting principles, practices and methodologies specified and described on Schedule 1.1(b), and using the same accounting principles, practices and methodologies, consistently applied, that were used to prepare the December 31, 2003 Balance Sheet, and, at the Company's election, may be based on the Company's most recent regularly prepared balance sheet for the end of the month immediately preceding the month in which the Closing actually occurs; provided, that, whether or not required by GAAP, any "Swedish Social Tax" or other Tax payable by the Company or to be paid by the Company on behalf of holders of Company Options who reside outside the United States (other than any Taxes for withholding), as a result of the transactions contemplated by this Agreement, will be included as an accrual on the Estimated Closing Date Balance Sheet. Solely for purposes of the Estimated Closing Date Balance Sheet and the Final Closing Date Balance Sheet, the Buyer hereby approves and agrees to the application of GAAP as set forth on Schedule 1.1(b). If the Estimated Closing Date Net Working Capital Amount is greater than the December 31, 2003 Net Working Capital Amount, the Preliminary Purchase Price shall be increased by such amount. If the Estimated Closing Date Net Working Capital Amount is less than the December 31, 2003 Net Working Capital Amount, the Preliminary Purchase Price shall be reduced by such amount. The Company will also deliver to the Buyer, at least five (5) business days prior to the Closing Date, a certificate setting forth an estimate of the Company and Shareholder Transaction Expenses as of the Closing Date. (b) Within sixty (60) days following after the Closing Date, the Buyer shall will prepare and deliver to Seller the Shareholders' Representative a certificate balance sheet of the Company as of the opening of business on the Closing Date (the “Statement”"Final Closing Date Balance Sheet"), executed by an executive officer of Buyer, which shall set forth Buyer’s including a calculation of the Net Working Capital (including each component thereof) (Amount and the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count cash of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), Company as of the Measurement TimeClosing Date (respectively, the "Closing Date Net Working Capital Amount" and the "Closing Date Cash"). The Final Closing Date Balance Sheet shall be prepared in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent AccountingSchedule 1.1

Purchase Price Adjustment. (a) No later Not less than five (5) two Business Days prior to the anticipated Closing Date, Seller shall will deliver to Buyer the Target Working Capital Statement and a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Adjusted Working Capital (including each component thereof) as of the Closing Date (the “Estimated Net Working Capital”) and submit to Buyer a written statement (the “Estimated Working Capital Statement”) setting forth, in reasonable detail, Seller’s calculation of the Estimated Working Capital. The Estimated Working Capital Statement shall be prepared in accordance with GAAP as adjusted, and in a manner consistent with, the policies and principles set forth on Exhibit A. If (i) the Estimated Working Capital is greater than one hundred five percent (105%) of Target Working Capital (the “High Target Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall will be either (I) increased, if increased by the difference between the Estimated Net Working Capital as set forth in and the Final Closing Certificate exceeds High Target Working Capital, (ii) the Reference Net Estimated Working Capital as set forth on is less than ninety five percent (95%) of Target Working Capital (the “Low Target Working Capital”), the Purchase Price payable at the Closing Schedule, will be decreased by an amount the difference between the Estimated Working Capital and the Low Target Working Capital and (iii) the Estimated Working Capital is less than or equal to the amount of such excess, or (II) decreased, if the Reference Net High Target Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount but greater than or equal to the amount of such excessLow Target Working Capital, the Purchase Price payable at Closing will not be adjusted pursuant to this Section 2.3(a). (b) Within sixty (60) days Promptly following the Closing Date, but in no event later than forty-five (45) days after the Closing Date, Seller shall provide to Buyer shall prepare and deliver to the proposed Adjusted Working Capital of Seller a certificate as of the Closing Date (the “StatementProposed Final Working Capital”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) and submit to Buyer a written statement (the “Modified Net Working CapitalClosing Date Statement”)) setting forth, in reasonable detail, Seller’s calculation thereof. For purposes of preparing the Statement, Buyer The Closing Date Statement shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, be prepared in accordance with GAAP as adjusted, and in a manner consistent with, the Agreed Principles. Seller policies and its accountants (principles set forth on Exhibit A. The Closing Date Statement shall clearly identify all differences between the Proposed Final Working Capital and other representatives) the Estimated Working Capital and shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring include a reasonably detailed explanation of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any basis for each such rightdifference. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (fully cooperate with and Buyer assist, and shall cause the Company to) and its employees and agents to fully cooperate with and assist Seller and its employees and representatives in its preparation of the Closing Date Statement and shall provide Seller and any accountants (its employees and other representatives) of Seller with representatives access to (and to examine and make copies of), at all reasonable timestimes to the personnel, the properties, books, records and work papers of Buyer and the CompanyCompany for such purpose and for the other purposes set forth in this Section 2.3, in each case without cost to Seller. (c) In the event Buyer disputes the correctness of the Proposed Final Working Capital, Buyer and shall notify Seller in writing of its accountants, and personnel of Buyer and/or the Company objections within thirty (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (4530) days after delivery to Seller receipt of the Closing Date Statement during which to notify Buyer and shall set forth, in writing (a “Dispute Notice”) of any dispute of any item contained and in reasonable detail, the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be madereasons for Buyer’s objections. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer its notice of objections within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with thirty (30) days after receipt of the Closing Date Statement, then the Statement shall become final and binding on all parties hereto and Buyer shall be deemed to be the Final Statementhave accepted Seller’s calculation. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate endeavor in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. disputed matters within fifteen (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (3015) days after receipt of SellerBuyer’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accountingnotice of

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.09 upon the earlier of (aA) No later than five (5) the failure of the Sellers to notify the Purchaser of a dispute within 30 Business Days prior of the Purchaser's delivery of the Closing Balance Sheet to the anticipated Closing DateSellers, Seller shall deliver (B) the resolution of all disputes, pursuant to Buyer a certificate (the “Initial Closing Certificate”Section 2.09(b)(ii), executed by an executive officer the Purchaser's Accountants and the Sellers' Accountants and (C) the resolution of Sellerall disputes, which shall pursuant to Section 2.09(b)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.09(b)(iv), within three Business Days of the Closing Balance Sheet being deemed final, a calculation by Seller of Seller’s good faith estimate of Purchase Price adjustment shall be made as follows: (i) In the event that the Adjusted Reference Net Working Capital exceeds the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth reflected on the Closing ScheduleBalance Sheet by at least the Designated Amount, by then the Purchase Price shall be adjusted downward in an amount equal to the full amount of such excess, or (II) decreased, if by which the Adjusted Reference Net Working Capital as set forth exceeds the Net Working Capital shown on the Closing Schedule exceeds Balance Sheet, the Estimated Purchaser shall deliver written notice to the Sellers specifying the amount of such downward adjustment of the Purchase Price, and the Sellers shall, within three Business Days of their receipt of such notice, pay such amount to the Purchaser in immediately available funds. (ii) In the event that the Net Working Capital as set forth reflected on the Closing Balance Sheet exceeds the Adjusted Reference Net Working Capital by at least the Designated Amount, then the Purchase Price shall be adjusted upward in the Final Closing Certificate, by an amount equal to the full amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accountingshown on

Purchase Price Adjustment. The Purchase Price shall be adjusted as follows: ------------------------- (a) No later than five (5) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer receive a certificate (credit for the “Initial Closing Certificate”)unapplied portion, executed by an executive officer as of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, of the security deposits made by Seller under those Leases and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at Contracts which Buyer has agreed to assume after the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal pursuant to the amount Section 2.3 of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excessthis Agreement. (b) Within sixty Buyer shall be given a credit in the amount equal to the financial value (60determined in accordance with generally accepted accounting principles consistently applied) days following of all time required to be broadcast on the Stations on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has received goods and services prior to the Closing Date (“Buyer’s Trade Credit”), and Seller shall be given a credit for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the trade agreements included as part of the Contracts for which Seller has broadcast time on the Stations prior to the Closing Date (“Seller’s Trade Credit”), provided, that, Seller’s Trade Credit shall not exceed Buyer’s Trade Credit by more than Twenty-Five Thousand Dollars ($25,000). (c) If consents to the assignment to Seller of the Real Estate Leases listed on Schedule 4.3(c), have not ----------------- been obtained as of the Closing Date, Buyer shall prepare and deliver to Seller be given a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”)credit, as of the Measurement TimeClosing Date, of One Million Five Hundred Thousand Dollars ($1,500,000.00). (d) Anything in accordance with this Agreement to the Agreed Principles. contrary notwithstanding, all operating income and expenses of the Stations shall be further adjusted and allocated between Seller and its accountants (Buyer to the extent necessary to effect the principle that all such income and other representatives) expenses attributable to the operation of the Stations on and after the Closing Date shall have be for the right account of Buyer and all such income and expenses attributable to the operation of the Stations on or before the Closing Date shall be for the account of Seller. The net amount of any Adjustments to the Purchase Price pursuant to this Section 4.3 shall be hereinafter referred to as the “Acquisition Adjustment Amount.” Anything in this Agreement to the contrary notwithstanding, the operating income to which ------------------ Buyer is entitled under the TBA, and the operating expenses required to be physically present duringpaid by Buyer under the TBA, participate shall not be taken into account in determining the Acquisition Adjustment Amount. (e) Three (3) business days prior to the Closing Date, Seller shall provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring good faith estimate of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect Acquisition Adjustment Amount as of the Statement Closing Date (including any aspect the "Preliminary Acquisition Adjustment Report"). Thereafter, Seller and Buyer shall -------------------------------------------- have thirty (30) calendar days after the Closing Date to review the Preliminary Acquisition Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to reach agreement on the Statement that relates to the Company’s inventory) or constitute a waiver final Acquisition Adjustment Amount as of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After If an agreement is reached within thirty (30) calendar days after the date that Closing Date, then if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a credit to Buyer, Seller shall pay to Buyer delivers by wire transfer of immediately available funds, within five (5) calendar days after such agreement is reached, the Statement to Seller and until the completion amount of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such accesspreliminary Acquisition Adjustment Amount, and if the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report is a charge to Buyer, then Buyer shall pay to Seller by wire transfer of immediately available funds, within five (5) calendar days after such access agreement is reached, the amount of the preliminary Acquisition Adjustment Amount. If agreement is not provided to Seller (and any accountants or other representatives of Seller) reached within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 4530-day period, then only those matters that are the dispute resolutions of Section 4.3(f) shall apply. (f) If Seller and Buyer do not, within the 30-day period specified in Section 4.3(e), reach an agreement on the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, then PriceWaterhouseCoopers, or such Dispute Notice other accounting firm as mutually agreed to by Seller and Buyer (the “Acquisition Arbitrating Firm") shall be deemed in dispute and all other matters shall be final and binding upon resolve the disputed items. Buyer and Seller (other than those matters that change shall each inform the Acquisition ----------------- Arbitrating Firm in writing as a result to their disagreement concerning the Acquisition Adjustment Amount reflected on the Preliminary Acquisition Adjustment Report, and each shall make readily available to the Acquisition Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the resolution Acquisition Adjustment Amount. The Acquisition Arbitrating Firm shall be instructed to complete its analysis within thirty (30) calendar days from the date of any disputed matter set forth in its engagement and upon completion to inform the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer parties in writing that Seller agrees of its own determination of the Acquisition Adjustment Amount. Any determination by the Acquisition Arbitrating Firm in accordance with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(sthis Section 4.3(f) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. for purposes of this Section 4.3(f). Within five (c5) If Buyer and Seller and their respective accountants are unable calendar days after the Acquisition Arbitrating Firm delivers to resolve any dispute specified in a Dispute Notice within thirty (30) days the parties its written determination of Seller’s delivery of such Dispute Noticethe Acquisition Adjustment Amount, such dispute the Acquisition Adjustment Amount shall be resolved by a jointly selected Top Six Accounting paid in accordance with the provisions of Section 4.3(e). The costs and fees of the Acquisition Arbitrating Firm (the “Independent Accounting Firm”) retained shall be borne one-half by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accountingone-half by Buyer.

Purchase Price Adjustment. (a) No later than five Within thirty (530) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding days after the Closing Date, the Vendor shall prepare (with the full co-operation and assistance of any employees of the Business as reasonably required and whose services shall be made available to the Vendor (Bat no cost to the Vendor) following on reasonable notice to the conversion into pound sterling Purchaser and with full access to the books and records of the Business) and deliver to the Purchaser a listing of the Closing Net Assets (the "CLOSING DATE NET ASSET LISTING"). The Vendor will prepare the Closing Date Net Asset Listing in accordance with, and on a consistent basis with, the accounting policies used in the preparation of the Financial Statements using the same line items as shown on the May Net Asset Listing, including for greater certainty, Employee Receivables, Accrued Vacation Pay and Accrued Commissions and Bonus. For the purposes of determining the fixed assets of the business to be included in the Closing Date Net Asset Listing, the parties shall, prior to closing identify those assets that are to be included in the Purchased Assets as described in clause (A)Section 3.1(a) based on Schedule 3, converted into United States dollars at as updated by the Conversion Rateparties to closing. The Preparties acknowledge that Schedule 3 is a list of all of the fixed assets owned by Axidata, the majority of which are not to be included in the Purchased Assets and are used by Axidata in the Compu-Adjusted Purchase Price payable at Redi/Tenex business or are to be used by Axidata for the purposes of providing the services under Logistics Agreement. Axidata has estimated that the fixed assets of the Business to be acquired by the Purchaser on closing have a net book value of approximately $400,000. For the purpose of preparing the Closing Date Net Asset Listing, the net book value of the particular asset forming part of the fixed assets to be acquired by the Purchaser shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth shown on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess3. (b) Within sixty The Closing Date Net Asset Listing shall, within thirty (6030) days following of receipt thereof by the Closing DatePurchaser, Buyer be binding and conclusive upon, and deemed accepted by, the Purchaser unless the Purchaser shall prepare and deliver to Seller a certificate have notified the Vendor in writing within such thirty (30) days of any objection thereto (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”"PURCHASER OBJECTION"). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice The Purchaser Objection shall set forth a specific description of the dispute basis of the Purchaser Objection and the nature of adjustments to the Modified Closing Date Net Working Capital Asset Listing that Seller the Purchaser believes should be made. If Seller does deliver a Dispute Notice Any items not specifically disputed during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller the said thirty (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-30) day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be have been accepted by the Final Statement. In Purchaser. (c) If the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith parties hereto are unable to resolve any dispute(sdispute within fifteen (15) specified therein as promptly as possibledays following the Vendor's receipt of the Purchaser Objection, and any resolution by them as they shall refer the remaining differences to any matter specified in Deloitte & Touche (the Dispute Notice "ACCOUNTING FIRM") for decision, which decision shall be final and binding on the parties heretoparties. The procedure and schedule under which any dispute shall be submitted to the Accounting Firm shall be as follows: (i) within fifteen (15) days following the Purchaser Objection under paragraph (b) of Section 4.4 above, the Purchaser shall submit any unresolved elements of its objection to the Accounting Firm in writing (with a copy to the Vendor), supported by any documents and/or affidavits upon which it relies. Failure to do so without reasonable cause shall constitute a withdrawal by the Purchaser of the Purchaser Objection with respect to any unresolved element to which such failure relates; (ii) within fifteen (15) days following the Purchaser's submission of the unresolved elements of the Purchaser Objection as specified in clause (i) above, the Vendor shall submit its response to the Accounting Firm in writing (with a copy to the Purchaser), supported by any documents and/or affidavits upon which it relies; (iii) the Accounting Firm shall deliver its written determination within twenty (20) days following its receipt of the information provided for in clauses (i) and (ii) above, whichever shall be later, or such longer period of time as the Accounting Firm reasonably determines is necessary but not to exceed an additional twenty (20) days without the prior consent of the Vendor and the Purchaser. The Purchaser and the Vendor shall make readily available to the Accounting Firm all relevant books and records and any work papers (including those of the parties' respective accountants) relating to the respective submissions and all other items reasonably requested by the Accounting Firm; and (iv) the expenses relating to the engagement of the Accounting Firm shall be borne by the Vendor and the Purchaser in inverse proportion to their respective successes in the determination of the Accounting Firm. (cd) If Buyer The Closing Date Net Asset Listing shall become final and Seller binding on the parties upon the earliest of: (i) if no Purchaser Objection has been given, the expiration of the period within which the Purchaser must make its objection pursuant to paragraph (b) of Section 4.4 hereof; (ii) agreement in writing by the Vendor and their respective accountants are unable the Purchaser that the Closing Date Net Asset Listing, together with any modifications thereto agreed by the Vendor and the Purchaser, shall be final and binding; and (iii) the date on which the Accounting Firm shall issue its written determination with respect to resolve any dispute specified in a Dispute Notice within thirty (30) days relating to the Closing Date Net Asset Listing. The Closing Date Net Asset Listing, as submitted by the Vendor if no Purchaser Objection has been given, or as adjusted pursuant to any agreement between the parties or as determined pursuant to the decision of Seller’s delivery of such Dispute Noticethe Accounting Firm, such dispute when final and binding on all parties shall be resolved by a jointly selected Top Six Accounting Firm used to determine the Closing Net Assets of the Business. (e) Within five (5) Business Days following the determination of Closing Net Assets, an adjustment payment payable pursuant to this paragraph (e) of this Section 4.4 (the “Independent Accounting Firm”"ADJUSTMENT PAYMENT") retained shall be paid by Seller and Buyer wire transfer, in immediately available funds, to resolve any remaining disputes between Buyer and Seller specified in a bank account designated by the Dispute NoticeVendor or the Purchaser, as the case may be. The Independent AccountingAdjustment Payment shall be the difference between the Closing Net Assets and the May Net Assets. The Adjustment Payment shall be payable by the Purchaser to the Vendor, if positive, and by the Vendor to the Purchaser, if negative. The Adjustment Payment shall be further adjusted to include any adjustments that have not been previously made between the Vendor and the Purchaser as required under Section 4.7 or Section 12.1(b).

Purchase Price Adjustment. (a) No later than five (5) Business Days prior to If the anticipated Closing Date, Seller shall deliver to Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer Company's ratio of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or to Current Liabilities that are denominated (each as defined in pound sterling shall be converted into United States dollars at the Conversion Rate and (iiSection 9.19) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case is not 1.0 to 1.0 as of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following then the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at will be adjusted as follows: (a) The Seller shall estimate the Current Assets and Current Liabilities as of the Closing Date. In connection therewith, the Seller shall develop a worksheet and the basis for making the computations of Current Assets and Current Liabilities (the "Worksheet") that will also be either (I) increased, if used to determine the Estimated Net Actual Working Capital as set forth in Adjustment pursuant to Section 2.3(b). If the Final Closing Certificate exceeds estimated Current Liabilities exceed the Reference Net Working Capital as set forth on the Closing Scheduleestimated Current Assets, by an amount equal to the amount of such excessexcess shall be deducted on a dollar-for-dollar basis from the Cash Purchase Price. If the estimated Current Assets exceed the estimated Current Liabilities, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excessexcess shall be added on a dollar-for-dollar basis to the Cash Purchase Price. Any such adjustment is referred to as the "Working Capital Adjustment." (b) Within sixty (60) 90 days following after the Closing Date, the Buyer shall prepare and deliver to the Seller a certificate statement (the “"Statement”), executed by an executive officer of Buyer, which shall set ") setting forth Buyer’s calculation of what it believes are the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling actual Current Assets and finished goods) located at the Facility (the “Inventory Count”), Current Liabilities as of the Measurement TimeClosing Date, together with the amount of the proposed Actual Working Capital Adjustment. The Buyer will prepare the Statement using the Worksheet in accordance with the Agreed Principlesprovisions of this Agreement. Seller The Statement shall contain a supporting schedule detailing the proposed Actual Working Capital Adjustment, and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring accompanied with copies of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of work papers and back up materials used by Buyer in preparing the Statement, no effect shall be given to . To the extent that the total receivables within any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter categories set forth in the Dispute Notice)definition of "Current Assets" are collected in amounts greater than the discount amount, such excess amount shall be made a part of the Working Capital Adjustment. For example, if ***% of the receivables in the category set forth in (ii) of the definition of Current Assets are collected prior to the ninetieth day after Closing, then the additional amounts represented by the additional ***% collected shall be made a part of the Working Capital Adjustment. To the extent that the actual receivables collected by Buyer during the ninety (90) days following Closing is less than the amount given to Seller from Buyer as a credit on the Estimated Working Capital Adjustment, the Actual Working Capital Adjustment shall reflect the receivables amount used in the Estimated Working Capital Adjustment and there shall be no reduction for the same. If the Actual Working Capital Adjustment is a positive amount, the Buyer shall pay to the Seller, within fifteen (15) days from the date of delivery of the Statement, an amount equal to such positive amount. If the Actual Working Capital Adjustment is a negative amount, Seller shall promptly pay to the Buyer, within fifteen (15) days from the date of delivery of the Statement, an amount equal to such negative amount. If the Seller or Members disagrees with the Actual Working Capital Adjustment proposed by Buyer, Seller and Buyer will have 45 days to resolve the dispute between themselves. If Seller fails to deliver a Dispute Notice to and Buyer within such 45-day period or if Seller at have not resolved any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer dispute within such 45-day period, Seller and Buyer and their respective accountants they shall cooperate in good faith submit the dispute to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as a mutually agreed upon independent accounting firm of nationally recognized standing to any matter specified make each disputed calculation in the Dispute Notice Actual Working Capital Adjustment within 20 days after the dispute is submitted to such firm. The determination of the independent accounting firm on all disputed matters shall be final and binding on the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent AccountingBuyer.

Purchase Price Adjustment. (a) No later than Sellers shall, at least five (5) Business Days business days prior to the anticipated Closing Date, Seller shall deliver cause to be prepared and delivered to Buyer a certificate statement (the “Initial Closing CertificatePreliminary Statement”), executed by an executive officer of Seller, which shall set setting forth a calculation by Seller of Seller’s Sellers’ good faith estimate of each of the Modified Net Working Capital (including each component thereof) as of the Closing Date (the “Estimated Closing Date Modified Net Working Capital”). On ) and the Business Day prior to Capital Expenditure Account Balance as of the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate Date (the “Final Closing CertificateDate Capital Expenditure Account Balance”), executed by an executive officer . The estimate of Seller, which shall set forth an updated calculation by Seller of the Estimated Closing Date Modified Net Working Capital (including each component thereof) is referred to reflect any changes in herein as the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate “Estimated Modified Net Working Capital” and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case estimate of the Initial Closing Certificate) Date Capital Expenditure Account Balance is referred to herein as the Business Day on which the Initial “Estimated Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Date Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excessExpenditure Account Balance.” (b) Within sixty forty-five (6045) calendar days following after the Closing Date, Buyer shall prepare cause to be prepared and deliver delivered to Seller Sellers a certificate statement (the “Statement”), executed by an executive officer of Buyer, which shall set ) setting forth Buyer’s calculation calculations of the Net Working Capital (including each component thereof) (the “Closing Date Modified Net Working Capital”, the Closing Date Capital Expenditure Account Balance and the components and calculation of each, which comments and calculations shall be included and made in accordance with Section 1.2 of the Disclosure Letter and, to the extent not provided for therein, GAAP (in each case as and to the same extent determined pursuant to Section 1.2(c)(ii)). For purposes of preparing At the Statementsame time, Buyer shall make also cause to be prepared and delivered to Sellers a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility statement (the “Inventory CountAdjustment Statement”) setting forth the calculation (whether a positive or negative number) of (i) the amount of the Closing Date Modified Net Working Capital as shown on the Statement minus the Estimated Modified Net Working Capital plus (ii) the Closing Date Capital Expenditure Account Balance minus the Estimated Closing Date Capital Expenditure Account Balance (the sum of such amounts, whether a positive or negative number, the “Adjustment Amount”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such Sellers and their accountants with access to Seller (the relevant books and records of the Company and the Sellers Employees to the extent required in connection with their review of and any accountants or other representatives of Seller), including by providing dispute with respect to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments Adjustment Statement and shall furnish Sellers with any other information that might be relevant to the calculation of Closing Date Modified Net Working Capital that Seller believes should be madeor the Closing Date Capital Expenditure Account Balance. If Seller does deliver a Dispute Notice during such 45-day periodIf, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with prior to the final resolution of all disputed items on the Statement or the Adjustment Statement, then additional information shall become known to Buyer or Sellers that would change the amount of the Closing Date Modified Net Working Capital or the Closing Date Capital Expenditure Account Balance shown on the Statement or the calculation thereof, then Buyer shall become final amend the Statement and binding on all parties hereto and Adjustment Statement to reflect such additional information. Buyer or Sellers shall be deemed promptly notify Sellers or Buyer, as applicable, upon becoming aware of any additional information prior to be the Final Statement. In end of the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties heretoResolution Period. (c) After receipt of the Statement and the Adjustment Statement, Sellers will have thirty (30) calendar days from receipt to review the Statement and the Adjustment Statement together with the workpapers used in their preparation. Unless Sellers deliver to Buyer written notice setting forth in reasonable detail the specific items disputed by Sellers and a written statement setting forth Sellers’ calculation of each line item shown on the Statement so disputed and the amount in dispute (the “Sellers’ Statement”) on or prior to the thirtieth (30th) day after receipt of the Statement and the Adjustment Statement, Sellers will be deemed to have accepted and agreed to the Statement and the Adjustment Statement and such agreement will be final, binding and conclusive. Any items on the Statement or Adjustment Statement as to which Sellers have not given notice of their objection and provided an alternative calculation on Sellers’ Statement will be deemed to have been agreed upon by the Parties, subject to the penultimate sentence of Section 1.3(b). If Sellers so notify Buyer of their objections to any of the Statement or the Adjustment Statement and provide Buyer with Sellers’ Statement in a timely manner, Buyer and Sellers will, within thirty (30) calendar days following such notice (the “Resolution Period”), attempt to resolve their differences. Any resolution by Buyer and Sellers during the Resolution Period as to any disputed amounts will be final, binding and conclusive. If the amount claimed by Buyer on the Adjustment Statement to be owed by Sellers is less than the Escrow Amount, then, promptly after delivery of the Adjustment Statement, any amount on deposit in the Escrow Account that is in excess of the amount claimed by Buyer to be owed by Sellers under this Section shall be distributed from the Escrow Account to Sellers in accordance with the Escrow Agreement, and Buyer agrees to reasonably cooperate with Sellers in any necessary joint instruction to the Escrow Agent. Money released from the Escrow Account to Sellers shall be distributed to Sellers in accordance with the Sharing Percentages set forth on Annex A. If Buyer and Seller Sellers do not resolve all disputed items by the end of the Resolution Period, then all items remaining in dispute will be submitted within ten (10) days after the expiration of the Resolution Period to a national independent accounting firm mutually acceptable to Buyer and their respective accountants are unable Sellers (the “Neutral Accounting Arbitrator”); it being understood that no member of the Neutral Accounting Arbitrator’s engagement team shall have an existing professional relationship with Buyer or any of its Affiliates. The Neutral Accounting Arbitrator shall act as an arbitrator to resolve any dispute specified determine only those items in dispute. All fees and expenses relating to the work, if any, to be performed by the Neutral Accounting Arbitrator will be allocated between Buyer, on the one hand, and Sellers, on the other hand, in inverse proportion as they shall prevail on the amounts of such disputed items so submitted (as finally determined by the Neutral Accounting Arbitrator). The Neutral Accounting Arbitrator will deliver to Buyer and Sellers a Dispute Notice written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Neutral Accounting Arbitrator by Sellers and Buyer) of the disputed items within thirty (30) days of Seller’s delivery receipt of such Dispute Noticethe disputed items (or as soon as practicable thereafter), such which determination will be final, binding and conclusive. The final, binding and conclusive Statement and Adjustment Statement, which either are agreed upon by Buyer and Sellers or are delivered by the Neutral Accounting Arbitrator in accordance with this Section 1.3, will be the “Conclusive Statement” and the “Conclusive Adjustment Statement,” respectively. In the event that either Buyer or Sellers fails to submit its statement regarding any items remaining in dispute within the time determined by the Neutral Accounting Arbitrator, then the Neutral Accounting Arbitrator shall be resolved render a decision based solely on the evidence timely submitted to the Neutral Accounting Arbitrator by a jointly selected Top Six Accounting Firm Buyer and/or Sellers. (d) If the Adjustment Amount as shown on the Conclusive Adjustment Statement (the “Independent Accounting FirmConclusive Adjustment Amount”) retained is a negative number, then the Cash Consideration will be reduced by Seller the amount of the Conclusive Adjustment Amount, but not in excess of the Escrow Amount, and Buyer shall be entitled to resolve any remaining disputes between payment of such amount from the Escrow Account by wire transfer of immediately available funds to an account or accounts designated by the Party entitled to receive such funds (and Sellers agree to cooperate reasonably in facilitating such payment, including by executing and delivering an appropriate joint instruction to the Escrow Agent). If the Conclusive Adjustment Amount is a positive number, then the Cash Consideration will be increased by the amount of the Conclusive Adjustment Amount, but not in excess of the Escrow Amount, and Buyer shall pay to Sellers cash equal to such amount, to be paid to an account or accounts designated in writing by Sellers prior to the date when such payment is due. All payments to be made pursuant to this Section 1.3(d) will be made on the fifth business day following the date on which Buyer and Seller specified Sellers agree to, or the Neutral Accounting Arbitrator delivers, the Conclusive Statement and the Conclusive Adjustment Statement and, in the Dispute Noticecase of payment to Buyer, instruct the Escrow Agent by joint written instruction accordingly. The Independent AccountingIf the Conclusive Adjustment Amount is a positive number, or is a negative amount that is less than the amount remaining on deposit in the Escrow Account, then, promptly after determination of the Conclusive Adjustment Amount, any amount remaining on deposit in the Escrow Account that is in excess of the lesser of the Conclusive Adjustment Amount and the Escrow Amount shall be distributed from the Escrow Account to Sellers in accordance with the Escrow Agreement, and Buyer agrees to reasonably cooperate with Sellers in any necessary joint instruction to the Escrow Agent. Money released from the Escrow Account to Sellers shall be distributed to Sellers in accordance with the Sharing Percentages set forth on Annex A. (e) Buyer acknowledges and agrees that its sole and exclusive remedy for any amount due to it pursuant to this Section 1.3 shall be its right to payment from the Escrow Account in an amount not to exceed the Escrow Amount. Sellers acknowledge and agree that their sole and exclusive remedy for any amount due to them pursuant to this Section 1.3 shall be the right to payment from Buyer in an amount not to exceed the Escrow Amount.

Purchase Price Adjustment. (a) No The Company shall in good faith prepare and deliver, or cause to be prepared and delivered, to Purchaser not later than three (3) Business Days prior to the Closing Date, a written statement (the “Estimated Closing Statement”) setting forth (i) an estimated unaudited consolidated balance sheet of the Acquired Companies as of the Effective Time (the “Estimated Closing Balance Sheet”), (ii) its good faith estimate of (A) the Closing Working Capital (“Estimated Closing Net Working Capital”), (B) the Closing Date Cash (“Estimated Closing Cash”), (C) the Closing Date Indebtedness (the “Estimated Closing Indebtedness”) and (D) the Transaction Expenses (listed by payee) (the “Estimated Closing Transaction Expenses”), and (iii) the Company’s calculation of the Estimated Adjustment Amount, together with any information that Purchaser has reasonably requested to verify the amounts reflected in the Estimated Closing Statement. The Estimated Closing Balance Sheet shall be prepared using the same accounting practices, policies and methodologies used in the preparation of the audited balance sheet of the Combined Companies for the fiscal year ended December 31, 2014, in a manner and on a basis consistent with the sample balance sheet set forth in Section 2.7(a) of the Company Disclosure Schedule (which, solely for purposes of illustration, assumes the Closing occurred on December 31, 2014), except that such Estimated Closing Balance Sheet shall exclude all deferred income Taxes (other than with respect to DBFC), the Retained Assets and Retained Liabilities and Closing Working Capital, Closing Date Cash, Closing Date Indebtedness, and Transaction Expenses shall be determined in accordance with the definitions contained in this Agreement. The Sellers shall provide Purchaser and its representatives reasonable and prompt access to the work papers used in the preparation of the Estimated Closing Statement upon Purchaser’s request. Purchaser shall have the right to review the Estimated Closing Statement and object to any elements thereof, and the Company, on the one hand, and Purchaser, on the other hand, shall cooperate in good faith to resolve any such objections prior to the Closing and update the Estimated Closing Balance Sheet accordingly; provided that, to the extent such objections are not resolved prior to Closing, the Estimated Closing Balance Sheet delivered by the Company in accordance with this Section 2.7(a) shall control but shall be subject to adjustment after the Closing pursuant to this Section 2.7. (b) On or before the date that is sixty (60) calendar days following the Closing Date, Purchaser or its designee shall prepare, or cause to be prepared, and deliver to the Sellers a written statement (the “Purchaser Closing Statement”) setting forth (i) an unaudited consolidated balance sheet of the Acquired Companies as of the Effective Time (the “Purchaser Closing Balance Sheet”), (ii) Purchaser’s calculation of (A) the Closing Working Capital (“Purchaser Closing Net Working Capital”), (B) the Closing Date Cash (“Purchaser Closing Cash”), (C) the Closing Date Indebtedness (the “Purchaser Closing Indebtedness”), and (D) the Transaction Expenses (the “Purchaser Closing Transaction Expenses”), and (iii) Purchaser’s calculation of the Final Adjustment Amount, together with any information that the Sellers have reasonably requested to verify the amounts reflected in the Purchaser Closing Statement. The Purchaser Closing Balance Sheet shall be prepared in accordance with GAAP, using the same accounting practices, policies and methodologies used in the preparation of the audited balance sheet of the Combined Companies for the fiscal year ended December 31, 2014 (except that such Purchaser Closing Balance Sheet shall exclude all deferred income Taxes (other than with respect to DBFC), the Retained Assets and Retained Liabilities), on a basis and in a manner consistent with the preparation of the Estimated Closing Statement. (c) From the delivery of the Purchaser Closing Statement until the determination of Final Closing Net Working Capital, Final Closing Cash, Final Closing Indebtedness, and Final Closing Transaction Expenses in accordance with this Section 2.7(c), Purchaser will provide, and cause the Acquired Companies to provide, the Sellers with reasonable access (during normal business hours and upon reasonable prior notice) to (i) the books, records, facilities and employees of the Acquired Companies, and (ii) the financial information, as of the Closing Date, of the Acquired Companies, in each case, to the extent reasonably necessary for the Sellers to evaluate the Purchaser Closing Statement. The Sellers may dispute the calculation of Purchaser Closing Net Working Capital, Purchaser Closing Cash, Purchaser Closing Indebtedness, or Purchaser Closing Transaction Expenses by notifying Purchaser of such disagreement in writing, setting forth in reasonable detail the items or amounts on the Purchaser Closing Statement that are disputed by the Sellers (a “Notice of Objection”), within thirty (30) days after Sellers’ receipt of the Purchaser Closing Statement. To the extent not set forth in the Notice of Objection, the Sellers shall be deemed to have agreed with Purchaser’s calculation of all other items and amounts contained in the Purchaser Closing Statement. In the event that the Sellers do not provide a Notice of Objection within such thirty (30) day period, the Sellers shall be deemed to have accepted the Purchaser Closing Statement delivered by Purchaser, and Purchaser’s calculation of Purchaser Closing Net Working Capital, Purchaser Closing Cash, Purchaser Closing Indebtedness, and Purchaser Closing Transaction Expenses set forth therein, which shall then be final, binding and conclusive for all purposes hereunder. In the event any Notice of Objection is timely provided, Purchaser and the Sellers shall use their commercially reasonable efforts for a period of thirty (30) calendar days (or such longer period as they may agree in writing) to resolve in good faith any disagreements set forth in the Notice of Objection. Items or amounts set forth in the Notice of Objection that are resolved in writing by Purchaser and the Sellers within such thirty (30) day period will be final, conclusive and binding on the Parties. If Purchaser and the Sellers are unable to resolve such items or amounts in dispute (the “Unresolved Items”) by the end of such period, then, at any time thereafter, either the Sellers or Purchaser may, by written notice to the other Party, require that the Independent Accountants resolve the Unresolved Items. For the avoidance of doubt, the Independent Accountants shall only resolve the Unresolved Items and not any disagreements that have been resolved by the Parties. Purchaser and the Sellers shall instruct the Independent Accountants to determine as promptly as practicable, and in any event within thirty (30) days of the date on which such dispute is referred to the Independent Accountants, based solely on the provisions of this Agreement and the written presentations by the Sellers and Purchaser, and not on an independent review, whether and to what extent (if any) the calculations of Closing Working Capital, Closing Date Cash, Closing Date Indebtedness, or Transaction Expenses require adjustment; provided, however, that in resolving any Unresolved Item, the Independent Accountants (A) may not assign a value to any item greater than the greatest value for such item claimed by Purchaser or the Sellers or less than the smallest value for such item claimed by either Purchaser or the Sellers and (B) may not take oral testimony from the Parties or any other Person. The fees and expenses of the Independent Accountants shall be allocated between the Purchaser, on one hand, and Sellers on the other hand, based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by the Parties in the aggregate, as determined by the Independent Accountants. The determination of the Independent Accountants shall be set forth in a written statement delivered to the Sellers and Purchaser and shall be final, conclusive and binding on the Parties. At any time Purchaser and the Sellers may agree to settle any objections raised in the Notice of Objection, including any items or amounts submitted to the Independent Accountants, which agreement shall be in writing and final, conclusive and binding upon all of the Parties with respect to the subject matter of any such objection so resolved. The date on which Closing Working Capital, Closing Date Cash, Closing Date Indebtedness, and Transaction Expenses is finally determined in accordance with this Section 2.7(c) is hereinafter referred to as the “Determination Date.” The Closing Working Capital, Closing Date Cash, Closing Date Indebtedness, and Transaction Expenses, each as finally determined in accordance with this Section 2.7(c), shall be referred to as the “Final Closing Net Working Capital,” “Final Closing Cash,” “Final Closing Indebtedness,” and “Final Closing Transaction Expenses,” respectively. (d) If the Final Adjustment Amount is greater than the Estimated Adjustment Amount, then within five (5) Business Days after the Determination Date, Purchaser shall pay an amount in cash equal to the Final Adjustment Amount minus the Estimated Adjustment Amount to the Sellers, pro rata in accordance with their respective Pro Rata Shares, by wire transfer of immediately available funds pursuant to instructions delivered by the Sellers at least two (2) Business Days prior to such payment. (e) If the anticipated Closing Date, Seller shall deliver to Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of Adjustment Amount is less than the Estimated Net Working Capital Adjustment Amount, then within five (including each component thereof5) to reflect any changes in Business Days after the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the StatementDetermination Date, (i) any Current Assets the Sellers shall pay or Current Liabilities that are denominated in pound sterling shall cause to be converted into United States dollars at paid to Purchaser within five (5) Business Days after the Conversion Rate and Determination Date (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case by wire transfer of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is immediately available funds pursuant to instructions delivered by Seller to Buyer and Purchaser at least two (y) (in the case of the Final Closing Certificate and the Statement) one (12) Business Day preceding the Closing Date, and (BDays prior to such payment) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in Adjustment Amount minus the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate Adjustment Amount (the “StatementDeficit”), executed ) or (ii) if Purchaser elects to proceed against the Escrow Fund by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates written notice delivered to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, Sellers within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day periodthe Determination Date, then Purchaser and the 45-day period referred Sellers shall deliver joint written instructions to below the Escrow Agent to release to Purchaser from the Escrow Fund an amount of cash equal to the Deficit. In the event Purchaser elects to proceed against the Escrow Fund pursuant to Section 2.7(e)(ii), if so requested by Purchaser by written notice to the Sellers, Sellers shall pay or cause to be paid into the Escrow Fund within five (5) Business Days after receipt of such written request an amount equal to the Deficit. (f) The Parties agree and acknowledge that any payment pursuant to Section 2.7(d) or Section 2.7(e) above will be treated by the Parties as an adjustment to the Purchase Price for all Tax purposes to the maximum extent permitted by applicable Law. (g) Other than the Reorganization (which shall be extended by given full effect), in the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller preparation of the Estimated Closing Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in and the Purchaser Closing Statement, which Dispute Notice the Sellers and Purchaser, respectively, shall set forth a description disregard any and all effects on the assets and liabilities of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change Acquired Companies as a result of the resolution transactions contemplated by this Agreement (including any financing arrangements entered into by Purchaser or any of any disputed matter set forth its Affiliates in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees connection with the Statementtransactions contemplated by this Agreement) and any of the plans, then the Statement shall become final and binding on all parties hereto and shall be deemed transactions or charges which Purchaser intends to initiate or make or cause to be initiated or made after the Final Statement. In Closing with respect to the event Acquired Companies or their business or assets, or any facts or circumstances that Seller shall deliver a Dispute Notice are unique or particular to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve Purchaser or any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties heretoof its assets or liabilities. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting

Purchase Price Adjustment. (a) No later The Purchase Price is premised upon the Target Entities having as of the Closing Date no Indebtedness and delivering to Buyer an aggregate Working Capital of Twenty-Five Million Dollars ($25,000,000) (the “Working Capital Amount”). Accordingly, the Purchase Price shall be (i) (A) increased by the amount, if any, by which the aggregate Working Capital of the Target Entities as of the Closing Date is greater than the Working Capital Amount, or (B) decreased by the amount, if any, by which the aggregate Working Capital of the Target Entities as of the Closing Date is less than the Working Capital Amount and (ii) decreased by the amount, if any, of the aggregate outstanding principal amount of all Indebtedness of any Target Entities as of the close of business on the Closing Date (without giving effect to the transactions contemplated herein) (“Closing Indebtedness”). Any such adjustment to the Purchase Price shall be effected in accordance with this Section 3.3 (the “Adjustment”). (b) Seller agrees to prepare and deliver to Buyer at least five (5) Business Days prior to the anticipated Closing Date an unaudited consolidated balance sheet and income statement for the Target Entities reflecting the financial condition of the Target Entities as of the most recent month end prior to the Closing Date, Seller shall deliver to Buyer together with a certificate statement setting forth (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of i) Seller’s good faith estimate of the Net aggregate Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital Target Entities as of the Closing Date , (including each component thereofii) Seller’s good faith estimate of Closing Indebtedness, if any, and (iii) the Adjustment, if any, pursuant to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, clauses (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall of Section 3.3(a), above (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and Statement”). Within ninety (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (6090) days following after the Closing Date, Buyer shall prepare and deliver to Seller an unaudited consolidated balance sheet and income statement reflecting the financial condition of the Target Entities as of the Closing Date, together with a certificate statement setting forth (1) the aggregate Working Capital of the Target Entities as of the Closing Date, (2) the Closing Indebtedness, if any, and (3) the Adjustment, if any, pursuant to clauses (i) and (ii) of Section 3.3(a) above (the “Closing Statement”). Each of Closing Indebtedness, executed by an executive officer of BuyerWorking Capital, which Current Assets and Current Liabilities shall set forth Buyer’s calculation be calculated, and the Initial Closing Statement and the Closing Statement shall be prepared, in a manner consistent with Exhibits B and C and on the basis of the Net Working Capital (including each component thereof) (same accounting principles, practices, policies, methods and procedures, consistently applied, as those used in the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count preparation of the Company’s inventory (including raw materials inventoryFinancial Statements and, work-in-processin any event, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, shall be determined in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties heretoGAAP. (c) If the Initial Closing Statement sets forth an aggregate Working Capital of the Target Entities greater than the Working Capital Amount and a corresponding upward adjustment to the Purchase Price, then the Purchase Price payable on the Closing Date shall be increased by an amount equal to such Adjustment. If the Initial Closing Statement sets forth the aggregate Working Capital of the Target Entities less than the Working Capital Amount and a corresponding downward adjustment to the Purchase Price, then the Purchase Price payable on the Closing Date shall be decreased by an amount equal to such Adjustment. If the Initial Closing Statement sets forth any amount of Closing Indebtedness, then the Purchase Price payable on the Closing Date shall be decreased by an amount equal to such Closing Indebtedness. If the aggregate Working Capital of the Target Entities as set forth on the Closing Statement is different than that included on the Initial Closing Statement, then (i) to the extent that the Working Capital on the Closing Statement is greater than the Working Capital on the Initial Closing Statement, Buyer shall pay to Seller an amount equal to the absolute value of such difference and (ii) to the extent that the Working Capital on the Closing Statement is less than the Working Capital on the Initial Closing Statement, Seller shall pay to Buyer an amount equal to the absolute value of such difference, subject in either case to Section 3.3(d) below. If the amount of Closing Indebtedness as set forth on the Closing Statement is (x) greater than the amount included on the Initial Closing Statement, then Seller shall pay to Buyer an amount equal to the difference or (y) less than the amount included on the Initial Closing Statement, then Buyer shall pay to Seller an amount equal to the difference, subject in either case to Section 3.3(d) below. In each case, such payment shall be made in cash in immediately available funds within twenty (20) days after the date the Closing Statement is provided by Buyer to Seller; provided that if Seller provides Buyer with an Objection Notice prior to such time, the payment shall be made in cash by wire transfer of immediately available funds within two (2) Business Days of the date on which either the Parties resolve all disputes or such disputes are determined by the Designated Independent Accounting Firm or the Third Independent Accounting Firm. The Purchase Price shall be deemed to be increased or decreased (as the case may be) by the amounts calculated under this Section 3.3(c). The Parties agree that for Income Tax and all other Tax purposes, the Parties shall and shall cause their Affiliates to calculate and timely report such increase or decrease with respect to the Acquired Companies on a separate entity basis. (d) Each Party shall make available to the other Party its work papers used to prepare its respective closing statement, and shall cooperate with the other Party in connection with the preparation thereof. Seller shall notify Buyer in writing within twenty (20) days after receipt by Seller of the Closing Statement of any objection to the items set forth therein, which notice shall include a reasonably detailed explanation of the reasons for each objection by Seller (an “Objection Notice”), provided that Seller may only object to the items contained in the Closing Statement to the extent any such item was not prepared in accordance with this Section 3.3 or contains mathematical errors. Any item not so objected to by Seller shall be conclusively deemed to have been approved by Seller and shall be conclusive and binding upon the Parties. If the Parties are unable to resolve such dispute in good faith within thirty (30) days after the date of receipt by Seller of the Closing Statement, then Buyer and Seller shall agree upon and designate an Independent Accounting Firm (the “Designated Independent Accounting Firm”) and the Parties shall use their respective good faith efforts to cause the Designated Independent Accounting Firm, within fifteen (15) days of its appointment, to make a final and binding determination solely of the matters that remain in dispute and were properly included in the Objection Notice, and, based on such resolution, a final and binding determination of the Adjustment amount, if any. If Buyer and Seller are unable to agree upon a Designated Independent Accounting Firm, then each of the Buyer and Seller shall designate one Independent Accounting Firm and the Parties shall use their respective good faith efforts to cause the two Independent Accounting Firms so selected, within ten (10) days after the date on which the later of the two Independent Accounting Firms are appointed, to appoint a third Independent Accounting Firm (the “Third Independent Accounting Firm”). The Parties shall use their respective good faith efforts to cause the Third Independent Accounting Firm, within fifteen (15) days of its appointment, to make a final and binding determination solely of the matters that remain in dispute and were properly included in the Objection Notice, and, based on such resolution, a final and binding determination of the Adjustment amount, if any. The Parties shall instruct the Designated Independent Accounting Firm or the Third Independent Accounting Firm, as the case may be, to act on the following basis: such Independent Accounting Firm shall act as an expert and not as an arbitrator; its terms of reference shall be to determine the appropriate Adjustment within fifteen (15) days of its appointment, having strict regard to the application of the terms of this Agreement to the same (and, for the avoidance of doubt, disregarding other means of calculating the same, to the extent that such means are inconsistent with or not provided for in this Agreement); Buyer and Seller shall each provide such Independent Accounting Firm with all such information as it reasonably requires and the Independent Accounting Firm shall base its decision solely on such written submissions by Buyer and Seller and their respective accountants are unable to resolve any dispute specified in Representatives; and it may not assign a Dispute Notice within thirty (30) days of Seller’s delivery value greater than the greatest value for such item claimed by either Party or smaller than the smallest value for such item claimed by either Party. The final written determination of such Dispute Notice, such dispute Independent Accounting Firm shall (in the absence of fraud or manifest error) be conclusive and binding on the Parties. The Independent Accounting Firm shall not have the power to amend or modify any terms of this Agreement. The costs of the Independent Accounting Firm shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained borne pro rata by Seller and Buyer in proportion to resolve the difference between the Designated Independent Accounting Firm’s or the Third Independent Accounting Firm’s, as the case may be, final determination of any remaining Adjustment amount and each of Buyer’s and Seller’s determination of such Adjustment amount. (e) Any disputed amounts shall be paid in accordance with Section 3.3(c) above within ten (10) days after the date the Designated Independent Accounting Firm or the Third Independent Accounting Firm, as the case may be, provides to both Parties its final written determination pursuant to Section 3.3(d) above. Any amount not paid within ten (10) days of when due if not disputed in accordance with Section 3.3(d) above or after final determination of any disputes between Buyer by the Designated Independent Accounting Firm shall accrue interest at the Default Interest Rate. (f) Each of the Parties agrees and Seller specified undertakes to the other to provide all reasonable access, necessary data and information, and to assist in the Dispute Noticecalculations referred to in this Section 3.3. The Independent AccountingParties’ rights to indemnification pursuant to Article VIII (and any limitations on such rights) shall not be deemed to limit, supersede or otherwise affect the Parties’ rights to a full purchase price adjustment pursuant to this Section 3.3 or vice versa.

Purchase Price Adjustment. (a) No later than five (5) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation The Purchase Price set forth in Section III.B.1 hereof will be subject to adjustment as follows: a. The Buyer will prepare the Initial Closing Certificate, including without limitation, any adjustments attributable Balance Sheet and deliver it to changes in the applicable exchange ratesSellers' Attorney-in-Fact within 45 days following the Closing Date. For purposes of preparing the Initial The Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling Balance Sheet shall be converted into United States dollars at used to determine the Conversion Rate Adjustment Amount. b. The Closing Balance Sheet shall be prepared from the books and (ii) any Current Assets or Current Liabilities that are denominated records of SDL in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at accordance with GAAP as applied consistently with the exchange rate set forth for such conversion principles, practices and procedures used in “The Wall Street Journal” dated (x) (in the case preparation of the Initial Most Recent Audited Balance Sheet. All inventory and supplies reflected on the Closing Certificate) Balance Sheet shall be so reflected on the Business Day basis of a complete physical count taken on which the Initial Closing Certificate is delivered by Seller to Buyer March 22, 2000 , adjusted for receipts and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding shipments through the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital valued in accordance with SDL's prior practices as set forth reflected in the Final Closing Certificate exceeds Most Recent Audited Balance Sheet. Representatives of both the Reference Net Working Capital as set forth on Buyer and the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, workSellers' Attorney-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) Fact shall have the right to be physically present during, participate in the taking of the physical inventory and monitor the Inventory Count; providedvaluation thereof. The Buyer will apply certain procedures agreed upon by the Buyer and the Sellers' Attorney-in-Fact to specific accounts and/or items on the Closing Balance Sheet. SDL, howeverthe Buyer and the Sellers will provide each other with full cooperation in connection with the preparation of the Closing Balance Sheet. c. The Closing Balance Sheet will not reflect expenses attributable to the costs associated with the audit of SDL's balance sheet as of December 31, that neither Seller’s (or any 1999 and 1998, and Statements of Income, Changes in Stockholders Equity and Cash Flow for the fiscal year ended December 31, 1999. SDL shall pay all of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates attorneys' fees relating to the Company’s inventory) Transactions at or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following before the Closing Date. After It is contemplated by the date Parties that the Buyer delivers shall not be responsible for the Statement to Seller and until the completion payment of the Final StatementSellers' or SDL's attorneys' fees incurred in connection with this Agreement and the Transactions. d. Within 30 days after receipt of the Closing Balance Sheet, the Sellers' Attorney-in-Fact will notify the Buyer shall (if he disagrees with any of the amounts included in the Closing Balance Sheet. If no notice of objection is given, the Closing Balance Sheet will be final and conclusive for all purposes. If the parties are unable to resolve any differences within 60 days of the receipt of the Closing Balance Sheet, the Buyer shall cause and the Company to) provide Seller Sellers agree to retain the accounting firm of Ernst & Young LLP, through its Boston office, to review the final report of Buyer on the Closing Balance Sheet, to determine whether it has been prepared in accordance with GAAP, to arbitrate any other dispute concerning the Closing Balance Sheet and any accountants (and other representatives) of Seller with access to (the Adjustment Amount and to examine and make copies of), at all reasonable times, the properties, books, records and work papers render a decision comprising a correct statement of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute Closing Balance Sheet and the adjustments to the Modified Net Working Capital that Seller believes should be madeAdjustment Amount within 30 days of its retention. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters That decision shall be final and binding upon for all purposes. Any decision or award pursuant to this Section III.B.3.d may be entered in and enforced by any court having jurisdiction over the matter. The parties hereby consent and commit themselves to the jurisdiction of the courts of New Mexico for the purposes of the enforcement of any such award. The Buyer and Seller the Sellers will each pay one-half of the costs of services rendered by Ernst & Young LLP. e. Within five days after the later of (other than those matters that change as a result i) expiration of the 30-day period for giving notice of disagreement with the Closing Balance Sheet, if no such notice of objection is given by the Sellers' Attorney-in-Fact, or (ii) the resolution of any disputed matter disputes, if any, pursuant to Section III.B.3.d above, the Basic Purchase Price shall be adjusted (using the formula set forth in Section III.B.1.a based on the Dispute Noticeamounts shown in the Closing Balance Sheet). If Seller fails the Adjustment Amount is owed to deliver a Dispute Notice Sellers, within five (5) business days after receipt of written notice given jointly by the Sellers' Attorney-in-Fact and the Buyer, the Escrow Agent will disburse, as directed by that notice and by wire transfer in immediately available funds, the amount held in the Escrow Account to the Sellers' Attorney-in-Fact, or either of them, and the Buyer will similarly wire the Adjustment Amount to the Sellers' Attorney-in-Fact, or either of them. If the Adjustment Amount is owed to the Buyer, within such 45five (5) business days after receipt of written notice given jointly by the Sellers' Attorney-day period in-Fact and the Buyer, the Escrow Agent will disburse, as directed by that notice and by wire transfer in immediately available funds, to the Buyer an amount of the escrowed funds equal to the Adjustment Amount, and the balance of the escrowed funds, if any, to the Sellers' Attorney-in-Fact, or if Seller at any time during such 45-day period notifies Buyer either of them, for distribution to Sellers in writing that Seller agrees accordance with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Noticeinterests. The Independent Accountingresponsibility of the Buyer under this Section III.B.3.e will be limited to the wire transfer of any Adjustment Amount owed to Sellers to the Sellers' Attorney-in-Fact. The responsibility of the Escrow Agent

Purchase Price Adjustment. (a) No later than five (5) Business Days prior to the anticipated Closing DateAs used herein, Seller shall deliver to Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Purchase Price” shall mean (i) if a Dispute Notice is not delivered within the 60-day period provided in Section 2.11.3, the Purchase Price reflected in the Proposed Final Closing Certificate”)Statement as prepared by Parent or (ii) if such a Dispute Notice is delivered within the 60-day period provided in Section 2.11.3, executed the Purchase Price as finally determined pursuant to the dispute resolution provisions of Section 2.11.4 reflecting (x) adjustments agreed to in writing by an executive officer of Seller, which shall set forth an updated calculation Parent and the Holders’ Representative with respect to any matters raised in the Dispute Notice that are resolved by Seller agreement of the Estimated Net Working Capital parties and (including each component thereofy) adjustments made pursuant to reflect the decision of the Accounting Firm with respect to any changes matters raised in the calculation Dispute Notice that are resolved by the Accounting Firm in accordance with Section 2.11.4. If the Final Purchase Price differs from the Estimated Purchase Price set forth in the Initial Estimated Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing CertificateStatement, the Final Closing Certificate Per Share Merger Consideration and the StatementClosing Option Consideration will be recalculated using such final figures in lieu of such estimated figures, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one Parent shall pay (1) Business Day preceding by wire transfer of immediately available funds to each Stockholder that has delivered properly completed and executed Transmittal Documents such Stockholder’s Pro Rata Share of the Closing Dateamount, if any, by which such Final Purchase Price exceeds the Estimated Purchase Price (such amount, the “Company Adjustment Amount”) and (2) by wire transfer of immediately available funds to the Surviving Corporation for the benefit of each Option Holder that has delivered a properly completed and executed Optionholder Acknowledgment (to be paid to such Option Holders in the first payroll period after such amount has become due and payable), such Option Holder’s Pro Rata Share of the Company Adjustment Amount or (B) following the conversion into pound sterling described in clause (A)amount, converted into United States dollars at if any, by which the Conversion Rate. The Pre-Adjusted Estimated Purchase Price payable at exceeds the Closing Final Purchase Price (such amount, the “Parent Adjustment Amount”) shall be either (I) increased, if paid to Parent from the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, Adjustment Escrow Account in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring terms of the Inventory Count Escrow Agreement; provided that in the event the Parent Adjustment Amount is greater than the Adjustment Escrow Amount, such excess amount shall limit, impair or otherwise preclude Seller’s right by paid to dispute any aspect of Parent from the Statement (including any aspect of the Statement that relates Indemnity Escrow Account. Notwithstanding anything herein to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing contrary, amounts then in the StatementAdjustment Escrow Account and, no effect only to the extent the Parent Adjustment Amount is greater than the Adjustment Escrow Amount, amounts then in the Indemnity Escrow Account, shall be given to any new accounting pronouncements that may be issued following the Closing Date. After sole and exclusive recourse of Parent for the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties heretoParent Adjustment Amount. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting

Purchase Price Adjustment. (a) No later than five (5) Business Days prior to On the anticipated business day immediately preceding the Closing Date, Seller shall prepare and deliver to Buyer a certificate 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 “Initial Closing Certificate”"Interim Period Cash Flow"), executed detailing all such amounts by an executive officer category of Sellerpayment (the "Cash Flow Statement"). PRGI shall be entitled to reimbursement, which shall set forth a calculation by Seller of Seller’s good faith estimate at Closing, of the Net Working Capital (including each component thereof) (Interim Period Cash Flow, plus the “Estimated Net Working Capital”). On following cash payments made in respect of the Business Day prior during the period from and including the Effective Date to and including the anticipated day immediately preceding the Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, : (i) the amount, if any, by which disbursements to Seller during said period exceed the amount of any Current Assets cash or Current Liabilities that are denominated cash equivalents in pound sterling shall be converted into United States dollars at the Conversion Rate Business as of the close of business on August 31, 1998 and (ii) any Current Assets or Current Liabilities that are denominated amounts paid during the period from and including the Effective Date to and including the Closing Date in any currency other than United States dollars or pound sterling shall respect of the following liabilities: (A) Seller Transaction Expenses, (B) non-trade payables (meaning those not directly related to the Business to be converted into pound sterling at acquired by PRGI pursuant hereto), (C) non-trade accrued expenses (meaning those not directly related to the exchange rate set forth for such conversion in “The Wall Street Journal” dated Business to be acquired by PRGI pursuant hereto), (xD) (in the case commissions payable as of the Initial Closing CertificateEffective 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 of Seller directly relating to the Business Day to be acquired by PRGI incurred on which or after the Initial Closing Certificate is delivered by Seller Effective Date or advances made to Buyer and (y) (in Associates or Employees on or after the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Effective Date), and (BF) following all amounts owed to Persons other than Seller (except for normal trade payables directly relating to the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall Business to be either (I) increased, if the Estimated Net Working Capital as set forth acquired by PRGI pursuant hereto incurred in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount ordinary course of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereofbusiness) (collectively, the “Modified Net Working Capital”). For purposes of preparing the Statement"Interim Period Reimbursable Liabilities," which, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance together with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present duringInterim Period Cash Flow, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by herein as the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice"Reimbursable Cash"). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting

Purchase Price Adjustment. (a) No later than five (5) Business Days prior to 2.05.1 Within 60 days after the anticipated Closing DateClosing, Seller the Corporation shall deliver to Buyer the Subsidiary a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate balance sheet of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer Assets and Assumed Liabilities as of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth 11:59 p.m. on the Closing ScheduleDate (the "Closing Date Balance Sheet") prepared by the Corporation and accompanied by a report from the Corporation's independent certified public accountants that the Closing Date Balance Sheet has been prepared in accordance with GAAP, by an amount equal consistently applied except as noted on Appendix 2.05.1 (the "Closing Date Balance Sheet GAAP Exceptions"), and, subject --------------- to Closing Date Balance Sheet GAAP Exceptions, presents fairly, in all material respects, the Assets and Assumed Liabilities at Closing. The amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth Inventory included on the Closing Schedule exceeds Date Balance Sheet shall be determined pursuant to physical inventories conducted not later than 10 days after Closing, as adjusted for additions and deletions occurring between Closing and the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount taking of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”)physical inventories. For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its The Subsidiary's independent certified public accountants (and other representatives) shall have the right to be physically present during, participate in personally observe all such physical inventories. The Corporation and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring Subsidiary shall each pay one half of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect Corporation's accountants' fees and expenses incurred in connection with the preparation and audit of the Statement (including Closing Date Balance Sheet. 2.05.2 If the Subsidiary has any aspect objection(s) to the Closing Date Balance Sheet, it shall deliver to the Corporation a statement describing such objection(s) within 15 banking days after the Subsidiary's receipt of the Statement that relates Closing Date Balance Sheet. During this 15 day period, the Subsidiary and its accountants shall have reasonable access to the Company’s inventorywork papers relating to the preparation of the Closing Date Balance Sheet. The Subsidiary and the Corporation shall use reasonable efforts to resolve these objection(s). If the Subsidiary and the Corporation are unable to finally resolve these objection(s) or constitute within 15 banking days after the Corporation's receipt of such objection(s), the Subsidiary and the Corporation shall, within 15 banking days after this 15 day period, select a waiver of mutually acceptable neutral "Big Six" accounting firm ("Neutral Arbitrator") to determine any such rightremaining unresolved objection(s). For purposes of preparing the Statement, no effect A firm shall be given to any new accounting pronouncements that may be issued following considered neutral if it has not within the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountantspast three years performed, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller)does not currently perform or contemplate performing, for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants accounting, consulting or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access services with an aggregate value in excess of such 3-Business Day period$100,000 for any of the parties. Seller shall have forty-five (45The Corporation and the Subsidiary will present their remaining unresolved objection(s) in writing, along with supporting documentation, to the Neutral Arbitrator and opposing party, within 10 days after delivery retaining the Neutral Arbitrator. The Neutral Arbitrator will, utilizing the standards prescribed in Section 2.05.1 hereof, render its decision to Seller of the Statement during which to notify Buyer parties in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute within 30 days after being retained. The Neutral Arbitrator's decision will be based solely on each parties written documentation and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer the parties. The Neutral Arbitrator's fees and Seller (other than those matters that change as a result of expenses shall be shared equally by the Subsidiary and the Corporation. The Corporation will revise the Closing Date Balance Sheet to reflect the resolution of any disputed matter set forth in objections thereto pursuant to this Paragraph. 2.05.3 If the Dispute NoticeOperating Working Capital, as reflected on the Closing Date Balance Sheet and revised to reflect any revisions thereto made pursuant to Section 2.05.2 ("Closing Operating Working Capital"). If Seller fails to deliver a Dispute Notice to Buyer within such 45, is greater or less than Five Million Seven Hundred Thirty-day period or Three Thousand Dollars ($5,733,000) ("Threshold Operating Working Capital"), (i) the amount, if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with any, by which the Statement, then Closing Operating Working Capital is greater than the Statement shall become final and binding on all parties hereto and Threshold Operating Working Capital shall be deemed added to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possiblePurchase Price, and any resolution (ii) the amount, if any, by them as to any matter specified in which the Dispute Notice Closing Operating Working Capital is less than the Threshold Operating Working Capital shall be final and binding on deducted from the parties heretoPurchase Price. (c) If Buyer and Seller and their respective accountants are unable 2.05.4 On or before the third business day following the date on which the Closing Date Balance Sheet is finally determined, the Subsidiary shall pay the amount of any net upward adjustment of the Purchase Price pursuant to resolve Section 2.05.3 to the Corporation together with interest at the prime rate from the Closing Date to the day of payment, or the Corporation shall pay the amount of any dispute specified net downward adjustment of the Purchase Price pursuant to Section 2.05.3 to the Subsidiary, together with interest at the prime rate from the Closing Date to the day of payment, in a Dispute Notice within thirty (30) days either case, by wire transfer of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accountingimmediately available funds.

Purchase Price Adjustment. (a) No later than five the 10th Business Day following May 31, 2007 (5) Business Days prior the "DETERMINATION DATE"), Buyer will prepare and deliver to the anticipated Sellers a statement of Working Capital of the Business as of the Closing Date, Seller shall deliver to Buyer a certificate Date (the “Initial Closing Certificate”"CLOSING STATEMENT OF WORKING CAPITAL"), executed a statement of the Excluded Receivables as of the Closing Date (the "CLOSING STATEMENT OF EXCLUDED RECEIVABLES") and a balance sheet of the Business as of the Closing Date (the "CLOSING DATE BALANCE SHEET", and together with the Closing Statement of Working Capital and the Closing Statement of Excluded Receivables, the "CLOSING STATEMENTS"). Parent and its accountant, in the name and on behalf of Sellers, will have the right to participate in the preparation of the Closing Statements, including by an executive officer having the right to consult with Buyer concerning the method of Sellerpresentation and formulation of the Closing Statements, which shall set forth a calculation by Seller of Seller’s and Buyer will consider in good faith estimate the comments of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior Parent with respect thereto; PROVIDED, HOWEVER, that, notwithstanding anything herein to the anticipated Closing Datecontrary, Seller shall deliver but without in any way limiting or affecting Sellers' or Parent's right to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”object as provided in Section 3.3(c), executed by an executive officer Buyer will have sole and final control over the preparation of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation and amounts set forth in the Initial Closing CertificateStatements to be delivered to Sellers as provided in the first sentence of this Section 3.3(a). The Closing Date Balance Sheet will consist of the assets and liabilities transferred to Buyer pursuant to this Agreement. The Closing Statement of Working Capital will be derived from the Closing Date Balance Sheet, present Closing Date Working Capital in reasonably sufficient detail to determine any amounts owing to Buyer or Parent under this Section 3.3, be presented in substantially the form of SCHEDULE 3.3 and include only those assets and liabilities transferred to Buyer hereunder. The Closing Statement of Working Capital and Closing Date Balance Sheet will be prepared in accordance with Mexican FIS and the accounting principles used in the preparation of the Financial Statements and Interim Statements, including without limitationthose set forth on SCHEDULE 3.3, applied on a basis consistent with the preparation of the Financial Statements and Interim Statements except as otherwise provided on SCHEDULE 3.3, and in accordance with any adjustments attributable other methodologies set forth on SCHEDULE 3.3. The Closing Statement of Excluded Receivables will present Closing Date Excluded Receivables in reasonably sufficient detail to changes determine any amounts owing to Buyer or Parent under this Section 3.3 and be prepared in accordance with Mexican FIS and the accounting principles used in the applicable exchange ratespreparation of the Financial Statements and the Interim Financial Statements on a basis consistent with the preparation of the Financial Statements and the Interim Financial Statements and otherwise consistent with the calculation of the Closing Excluded Net Receivables in accordance with Section 3.2(a). For purposes All calculations under this Section 3.3 will be in Mexican pesos and converted to United States dollars as of preparing the Initial Closing CertificateDate based upon the average of the noon buying rates in New York City for cable transfers payable in Mexican pesos, as certified by the Federal Reserve Bank of New York for customs purposes, for each of the 20 Business Days immediately preceding the Closing Date. (b) Parent will notify Buyer in writing of any objection to the calculation of the Closing Statement of Working Capital, the Final Closing Certificate Statement of Excluded Receivables or the Closing Date Balance Sheet no later than 30 days after Buyer's delivery of the Closing Statements to Parent. Such notice of objection will specify in reasonable detail such items that Parent believes are not calculated properly and the Statementreasons therefor. Buyer and Parent will negotiate in good faith to resolve such disputed items. In the event that Buyer and Parent shall not have resolved all such items in writing within 30 days after such notice of objection, such parties will forthwith jointly submit all unresolved disputed items to the Mexican affiliate of KPMG International or, if the Mexican affiliate of KPMG International is not willing or able to undertake such engagement, the Mexican affiliate of Ernst & Young, or, if the Mexican affiliate of Ernst & Young is not willing or able to undertake such engagement, a mutually acceptable internationally recognized firm of independent public accountants that has no current (or, within the two years prior to the Closing Date, past) material audit relationship with any party hereto) (the "ACCOUNTANT") for resolution. The Accountant will, within 30 days after such submission, make a determination of those disputed items in accordance with this Agreement. The decision of the Accountant will be delivered in a written report addressed to Buyer and Parent and will be binding and conclusive upon the parties hereto. The costs and fees of the Accountant will be borne one-half by Buyer and one-half by Parent. (c) The Working Capital set forth in the Closing Statement of Working Capital (as adjusted, if a proper notice of objection is received in accordance with Section 3.3(b), by the written agreement of Parent and Buyer and/or the written report prepared by the Accountant in accordance with Section 3.3(b)) is referred to as the "CLOSING DATE WORKING CAPITAL", and the Excluded Receivables set forth in the Closing Statement of Excluded Receivables (as adjusted, if a proper notice of objection is received in accordance with Section 3.3(b), by the written agreement of Parent and Buyer and/or the written report prepared by the Accountant in accordance with Section 3.3(b)) is referred to as the "CLOSING DATE EXCLUDED RECEIVABLES." (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at If the Conversion Rate Closing Date Working Capital is less than the difference between (i) the Target Working Capital and (ii) any Current Assets 5,000,000 Mexican pesos, the Initial Purchase Price will be reduced by the aggregate amount of the difference between the Target Working Capital and the Closing Date Working Capital. If the Closing Date Working Capital is greater than the sum of (i) the Target Working Capital and (ii) 5,000,000 Mexican pesos, the Initial Purchase Price will be increased by the aggregate amount of the difference between the Closing Date Working Capital and the Target Working Capital. If the Closing Date Working Capital is at least equal to the difference between (i) the Target Working Capital and (ii) 5,000,000 Mexican pesos but less than or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall equal to the sum of (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, Target Working Capital and (B) following 5,000,000 Mexican pesos, the conversion Initial Purchase Price will not be adjusted pursuant to this Section 3.3(d)(i). (ii) If the Closing Date Excluded Receivables is less than the Closing Excluded Net Receivables, the Initial Purchase Price will be increased by the aggregate amount of the difference between the Closing Excluded Net Receivables and the Closing Date Excluded Receivables. If the Closing Date Excluded Receivables is greater than the Closing Excluded Net Receivables, the Initial Purchase Price will be reduced by the aggregate amount of the difference between the Closing Date Excluded Receivables and the Closing Excluded Net Receivables. If the Closing Date Excluded Receivables is equal to the Closing Excluded Net Receivables, the Initial Purchase Price will not be adjusted pursuant to this Section 3.3(d)(ii). (iii) The aggregate amount of the reduction to the Initial Purchase Price in accordance with this Section 3.3(d) (taking into pound sterling described account the net effect of any increases or reductions in clause the Initial Purchase Price pursuant to Section 3.3(d)(i) and Section 3.3(d)(ii)), if any, is referred to herein as the "SHORTFALL", and the aggregate amount of the increase in the Initial Purchase Price in accordance with this Section 3.3(d), if any, is referred to as the "OVERAGE". (e) Notwithstanding the foregoing: (i) if the Initial Purchase Price is reduced as provided in Section 3.3(d), then (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in Shortfall is less than or equal to the Final Closing Certificate exceeds the Reference Net Working Capital as set forth Receivables Holdback, Buyer will (1) pay Parent, on the Closing Schedulebehalf of Sellers, by an amount equal to the amount of such excess, or (II) decreaseddifference, if any, between the Reference Net Working Capital as set forth on Receivables Holdback and the Closing Schedule exceeds Shortfall and (2) retain from the Estimated Net Working Capital as set forth Receivables Holdback an amount, if any, equal to the difference between the Receivables Holdback and the amount referred to in the Final Closing Certificateimmediately preceding clause (1); and (B) if the Shortfall is greater than the Receivables Holdback, by Buyer will (1) retain the Receivables Holdback and (2) Parent, on behalf of Sellers, will pay Buyer an amount equal to the amount of such excess.difference between the Shortfall and the Receivables Holdback; and (bii) Within sixty (60) days following if the Closing DateInitial Purchase Price is increased or if there is no adjustment to the Initial Purchase Price, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including in each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”)case, as of the Measurement Time, provided in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent AccountingSection

Purchase Price Adjustment. (a) No later than five (5) Business Days prior If the registration statement required to be filed under Section 11.1 hereof shall become effective on or before the anticipated Closing Date, Seller shall deliver to Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days 51st day following the Closing Date, Buyer shall prepare and deliver then the Company will be required to Seller a certificate assure that the Stockholders will receive Registered Shares (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereofas hereinafter defined) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement TimeRegistration Effective Date (as hereinafter defined) with a value on the Registration Effective Date (determined based on the average closing price of Outdoor Systems Stock on the New York Stock Exchange during the five (5) trading days determined one (1) trading day before the Registration Effective Date (hereinafter, in accordance with the Agreed Principles. Seller "Registration Effective Date Price")) equal to the Merger Price and its accountants (and other representatives) shall have the right Stockholders will agree to be physically present during, participate in and monitor return to the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring Company a portion of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect Shares they receive on the Closing Date if the Registration Effective Date Price exceeds the Average Share Price so that the aggregate value of the Statement Shares retained by the (including any aspect of a) an amount obtained by multiplying the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended Registration Effective Date Price by the number of days it takes Buyer Shares initially delivered on the Closing Date; plus (b) an amount obtained by multiplying the Registration Effective Date Price by the number of Additional Shares to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of be issued by the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments Company to the Modified Net Working Capital Stockholders so that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day periodthe sum of (a) and (b) equal the Merger Price, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on Average Share Price exceeds the parties hereto.Registration Effective Date Price; or minus (c) If Buyer and Seller and their respective accountants are unable an amount obtained by multiplying the Registration Effective Date Price by the number of Return Shares to resolve any dispute specified in a Dispute Notice within thirty be returned by the Stockholders to the Company so that (30a) days of Seller’s delivery of such Dispute Noticeminus (c) equals the Merger Price, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accountingevent that the Registration Effective Date Price exceeds the Average Share Price.

Purchase Price Adjustment. (a) No later than five In order finally to determine the Purchase Price, the Closing Payment will be increased or decreased, as the case may be, by the amount, if any, by which the Adjustment Amount and Indebtedness, each as finally determined in accordance with this Section 1.3, differ (5on a combined basis) Business Days prior to from the anticipated Closing Date, Seller shall deliver to Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of amounts thereof reflected in the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange ratesPurchase Price Adjustment Amount. For purposes of preparing the Initial Closing Certificatethis Agreement, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (the adjustment referred to in the case of the Initial Closing Certificate) the Business Day immediately preceding sentence will be finally calculated on which the Initial Closing Certificate is delivered by Seller to Buyer a net basis and (y) (in the case all determinations of the Final Closing Certificate and actual amounts thereof (the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted "Actual Purchase Price payable at Adjustment Amount") will be determined by reference to the Closing shall amounts thereof required to be either (I) increasedshown, if with respect to Indebtedness, on a consolidated balance sheet as of the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth opening of business on the Closing ScheduleDate and, by an amount equal with respect to Net Cash Flow, on a consolidated statement of cash flows for the amount period from and including November 2, 1997 through the opening of such excess, or (II) decreased, if the Reference Net Working Capital as set forth business on the Closing Date (collectively, the "Closing Statement"), each on a basis consistent with, and using the same accounting principles, policies, practices and procedures used in preparing, the Financial Statements and in accordance with Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess1.2 and Section 1.2(a). (b) Within sixty (60) 60 calendar days following after the Closing Date, Buyer shall Purchaser will in good faith prepare and deliver deliver, or cause to be prepared and delivered, to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set Closing Statement setting forth Buyer’s calculation Purchaser's determination of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”)Actual Purchase Price Adjustment Amount. For purposes of preparing the StatementThe parties and their respective authorized representatives will be entitled to review, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable timesduring normal business hours, the properties, books, records and work papers of the CompanyCompany to prepare or review, Buyer as the case may be, the Closing Statement and its accountantsto determine the Actual Purchase Price Adjustment Amount. Without limiting the generality or effect of any other provision hereof, (i) the parties will provide the other parties and their authorized representatives access, during normal business hours, to the facilities, personnel and accounting and other records of Buyer and/or the Company (and Buyer shall cause the parties, as the case may be, to the extent reasonably determined by such personnel other parties to cooperate and work in good faith with Seller), for purposes of reviewing be necessary to 4 permit Purchaser to prepare or have prepared the Closing Statement and agreeing upon a Final Statement. Buyer shall provide to compute the Actual Purchase Price Adjustment Amounts as herein provided and to permit Seller to review such access to Seller Closing Statement and computation (and any accountants or other representatives of Seller)including, including by providing to Seller copies of any books, records and/or work papers if requested by Seller, within three such access as may be necessary or appropriate to permit Arthur Andersen L.L.P. (3"AA") Business Days after Buyer receives to perform an audit of Net Cash Flow); pxxxxxxd, xxxxxxr, that the parties will conduct any such review in a request from Seller for such accessmanner that does not unreasonably interfere with the conduct of any other party's business, and if (ii) Seller will take such access is not provided actions as may be reasonably requested by Purchaser to close, or to assist Purchaser in closing, as of the opening of business on the Closing Date, or as of the Closing, as the case may be, the books and accounting records of the Company and otherwise reasonably to cooperate with Purchaser and its representatives in the preparation of the Closing Statement. Concurrently with the delivery of the Closing Statement, Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred will use its reasonable efforts to below shall be extended by the number of days it takes Buyer cause AA to provide such Purchaser access in excess to any of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller firm's workpapers, trial balances and similar materials prepared in connection with such firm's audits or reviews of any of the Statement during which to notify Buyer in writing Financial Statements (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice"Workpapers"). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If, within 45 calendar days after the date of Purchaser's delivery of its computation of the Actual Purchase Price Adjustment Amount, Seller determines in good faith that such computations are inaccurate, Seller will give written notice to Purchaser within such 45 calendar day period (i) setting forth Seller's computation of Actual Purchase Price Adjustment Amount and (ii) specifying in reasonable detail Seller's basis for its disagreement with Purchaser's computations. The failure by Seller so to express its disagreement or provide such specification within such 45 calendar day period will constitute Seller's acceptance of Purchaser's computation of the Actual Purchase Price Adjustment Amounts. If Buyer Purchaser and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice disagreement between them within thirty (30) ten calendar days after the giving of Seller’s delivery notice of such Dispute Noticedisagreement, such the items in dispute shall will be resolved by a jointly selected Top Six Accounting Firm referred for determination to KPMG Peat Marwick LLP (the “Independent Accounting Firm”"Accountants") retained as promptly as practicable. The Accountants will make a determination as to each of the items in dispute, which determination will be (A) in writing, (B) furnished to each of the parties hereto as promptly as practicable after the items in dispute have been referred to the Accountants, (C) made in accordance with this Agreement, and (D) conclusive and binding upon each of the parties hereto. In connection with their determination of the disputed items, the Accountants will be entitled to rely on the Workpapers and the Company's books and records, and the fees and expenses of the Accountants will be shared equally by Seller and Buyer to resolve any remaining disputes between Buyer Purchaser and Seller specified (except as provided below). Purchaser and Seller will use reasonable efforts to cause the Accountants to render their decision as soon as practicable, including without limitation by promptly complying with all reasonable requests by 5 the Accountants for information, books, records and similar items. If the determination of the Accountants represents an outcome more favorable to either Purchaser or Seller than the midpoint of such parties' last written settlement offers related to all items in dispute, in the Dispute Noticeaggregate, submitted to the other party at least two calendar days before the referral of the matter to the Accountants (each a "Last Offer"), then the party obtaining such favorable result will be deemed the "Prevailing Party" and the other party will be deemed the "Non-Prevailing Party". For purposes hereof, all of the fees and expenses of the Accountants, will be borne by the Non-Prevailing Party. No party will disclose to the Accountants, and the Accountants will not consider for any purpose, any settlement offer (other than the Last Offer) made by any party. (d) To the extent that the Actual Purchase Price Adjustment Amount, determined as provided in this Section 1.3 is more or less than the Estimated Purchase Price Adjustment Amount, Seller or Purchaser, as applicable, will, within ten calendar days after the final determination of the Actual Purchase Price Adjustment Amount, calculated on a net basis, pursuant to this Section 1.3, make or, in the case of Purchaser, cause to be made payment by wire transfer of immediately available funds of the amount of such difference, together with interest thereon from the Closing Date to the date of payment (at a rate equal to The Independent AccountingChase Manhattan Bank's prime rate, as publicly announced and in effect from time to time during such period, plus 2.0%, calculated on the basis of the actual number of days elapsed over 365), to such account as has been designated by Purchaser or Seller, as applicable.

Purchase Price Adjustment. (a) No later than five (5) Business Days prior to If the anticipated Closing Date, Seller shall deliver to Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer Company's ratio of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or to Current Liabilities that are denominated (each as defined in pound sterling shall be converted into United States dollars at the Conversion Rate and (iiSection 9.19) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case is not 1.0 to 1.0 as of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following then the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at will be adjusted as follows: (a) The Seller shall estimate the Current Assets and Current Liabilities as of the Closing Date. In connection therewith, the Seller shall develop a worksheet and the basis for making the computations of Current Assets and Current Liabilities (the "Worksheet") that will also be either (I) increased, if used to determine the Estimated Net Actual Working Capital as set forth in Adjustment pursuant to Section 2.4(b). If the Final Closing Certificate exceeds estimated Current Liabilities exceed the Reference Net Working Capital as set forth on the Closing Scheduleestimated Current Assets, by an amount equal to the amount of such excessexcess shall be deducted on a dollar-for-dollar basis from the Cash Purchase Price. If the estimated Current Assets exceed the estimated Current Liabilities, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excessexcess shall be added on a dollar-for-dollar basis to the Cash Purchase Price. Any such adjustment is referred to as the "Working Capital Adjustment." (b) Within sixty (60) 90 days following after the Closing Date, the Buyer shall prepare and deliver to the Seller a certificate statement (the “"Statement”), executed by an executive officer of Buyer, which shall set ") setting forth Buyer’s calculation of what it believes are the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling actual Current Assets and finished goods) located at the Facility (the “Inventory Count”), Current Liabilities as of the Measurement TimeClosing Date, together with the amount of the proposed Actual Working Capital Adjustment. The Buyer will prepare the Statement using the Worksheet in accordance with the Agreed Principlesprovisions of this Agreement. Seller The Statement shall contain a supporting schedule detailing the proposed Actual Working Capital Adjustment, and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring accompanied with copies of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of work papers and back up materials used by Buyer in preparing the Statement, no effect shall be given to . To the extent that the total receivables within any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter categories set forth in the Dispute Notice)definition of "Current Assets" are collected in amounts greater than the discount amount, such excess amount shall be made a part of the Working Capital Adjustment. For example, if ***% of the receivables in the category set forth in (ii) of the definition of Current Assets are collected prior to the ninetieth day after Closing, then the additional amounts represented by the additional ***% collected shall be made a part of the Working Capital Adjustment. To the extent that the actual receivables collected by Buyer during the ninety (90) days following Closing is less than the amount given to Seller from Buyer as a credit on the Estimated Working Capital Adjustment, the Actual Working Capital Adjustment shall reflect the receivables amount used in the Estimated Working Capital Adjustment and there shall be no reduction for the same. If the Actual Working Capital Adjustment is a positive amount, the Buyer shall pay to the Seller, within fifteen (15) days from the date of delivery of the Statement, an amount equal to such positive amount. If the Actual Working Capital Adjustment is a negative amount, Seller shall promptly pay to the Buyer, within fifteen (15) days from the date of delivery of the Statement, an amount equal to such negative amount. If the Seller or Members disagrees with the Actual Working Capital Adjustment proposed by Buyer, Seller and Buyer will have 45 days to resolve the dispute between themselves. If Seller fails to deliver a Dispute Notice to and Buyer within such 45-day period or if Seller at have not resolved any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer dispute within such 45-day period, Seller and Buyer and their respective accountants they shall cooperate in good faith submit the dispute to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as a mutually agreed upon independent accounting firm of nationally recognized standing to any matter specified make each disputed calculation in the Dispute Notice Actual Working Capital Adjustment within 20 days after the dispute is submitted to such firm. The determination of the independent accounting firm on all disputed matters shall be final and binding on the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent AccountingBuyer.

Purchase Price Adjustment. (ai) No later than five (5) Business Days prior Prior to the anticipated Closing Date, Seller shall deliver the Sellers’ Representative prepared and delivered to Buyer the Purchaser a certificate statement (the “Initial Closing Preliminary Net Working Capital Certificate”), executed by an executive officer of Seller, which shall set ) setting forth a calculation by Seller of Seller’s good faith in reasonable detail its estimate of the Net Working Capital (including each component thereof) (the “Estimated Preliminary Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller ) as of the Estimated close of business on the Closing Date and the calculations supporting the Sellers’ Representative’s estimate. The Preliminary Net Working Capital (including each component thereof) to reflect any changes in shall be calculated on a basis consistent with GAAP applied consistently with the calculation Companies’ historical accounting practices and the principles set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing DateSchedule 1.2(c)(i), and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital shall include only the components of current assets and current liabilities of each of the respective Companies as set forth in have been agreed to by the Final Closing Certificate exceeds the Reference Net Working Capital as set forth parties hereto reflected on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess1.2(c)(i). (bii) Within sixty (60) days following the Closing Date, Buyer the Purchaser shall prepare and deliver to Seller the Sellers’ Representative a certificate statement (the “Closing Statement”) setting forth in reasonable detail its calculation of (1) Net Working Capital as of the close of business on the Closing Date, and calculated on a basis consistent with GAAP applied consistently with the Companies’ historical accounting practices and the principles set forth on Schedule 1.2(c)(i), and Net Working Capital shall include only the components of current assets and current liabilities of each of the respective Companies as have been agreed to by the parties hereto reflected on Schedule 1.2(c)(i), (2) actual Transaction Expenses as of the close of business on the Closing Date and (3) actual Funded Indebtedness as of the close of business on the Closing Date. If within thirty (30) days after the Sellers’ Representative’s receipt of the Closing Statement (the “Objection Period”), executed by the Purchaser has not received an executive officer of BuyerObjection Notice, which shall then such Net Working Capital, Transaction Expenses and Funded Indebtedness set forth Buyeron the Closing Statement shall be deemed the Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness, respectively, and the Cash Amount of the Purchase Price shall be adjusted (if at all) in accordance with Section 1.2(c)(vii); however, if an Objection Notice has been delivered, then Section 1.2(c)(iii) and Section 1.2(c)(iv) hereof shall apply. (iii) If the Sellers’ Representative in good faith disagrees with any portion of the Purchaser’s calculation of Net Working Capital, Transaction Expenses or Funded Indebtedness as set forth in the Closing Statement, then the Sellers’ Representative may, within the Objection Period, deliver a written notice to the Purchaser setting forth the Sellers’ Representative’s objections thereto (the “Objection Notice”). Any Objection Notice shall specify in detail any good faith and reasonable disagreement as to the amount of the Net Working Capital Capital, Transaction Expenses and Funded Indebtedness and the Sellers’ Representative’s calculation of Net Working Capital, Transaction Expenses and Funded Indebtedness. (including each component thereofiv) If an Objection Notice is timely received by the Purchaser within the Objection Period, the Purchaser and the Sellers’ Representative shall, during the thirty (30) days following the Purchaser’s receipt of such Objection Notice (the “Modified Net Working Capital Settlement Deadline”), use their good faith, reasonable efforts to reach an agreement on the disputed items. If such an agreement is reached prior to the Net Working Capital Settlement Deadline, then the Net Working Capital”). For purposes of preparing , Transaction Expenses and Funded Indebtedness as so agreed shall be the StatementFinal Net Working Capital, Buyer shall make a physical count Final Transaction Expenses and Final Funded Indebtedness and the Cash Amount of the Company’s inventory (including raw materials inventoryPurchase Price shall be adjusted, work-in-process, tooling and finished goods) located if at the Facility (the “Inventory Count”), as of the Measurement Timeall, in accordance with the Agreed Principlesprovisions of Section 1.2(c)(vii). Seller If the Purchaser and its accountants the Sellers’ Representative are unable to reach such an agreement prior to the Net Working Capital Settlement Deadline, the Purchaser and the Sellers’ Representative shall jointly retain EY located at Chase Tower, 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, Xxxxxxx 00000 (the “Accountant”) within thirty (30) days following the Net Working Capital Settlement Deadline to resolve any remaining disagreements. The Purchaser and the Sellers’ Representative shall execute, if requested by the Accountant, a reasonable engagement letter, including customary indemnification provisions in favor of the Accountant. The Purchaser and the Sellers’ Representative shall direct the Accountant to render a determination in writing as promptly as practicable (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s any event within thirty (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (330) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Sellerits retention) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to Purchaser and the Modified Net Working Capital that Seller believes should be madeSellers’ Representative shall cooperate with the Accountant during the engagement and make available the records and workpapers necessary for its review. If Seller does deliver a Dispute Notice during such 45-day period, then The Accountant shall consider only those matters that are specified in such Dispute Notice shall be deemed in dispute items and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter amounts set forth in the Dispute NoticeObjection Notice that the Purchaser and the Sellers’ Representative have been unable to resolve, and the Accountant shall review only the records and workpapers submitted and base its determination solely on such submissions and the related computational materials. In resolving any disputed item, the Accountant may not assign a value to any item greater than the greatest value of such item claimed by the Purchaser or the Sellers’ Representative or less than the smallest value for such item claimed by the Purchaser or the Sellers’ Representative. The Accountant’s determination shall be based on the definitions included herein and shall otherwise be made in accordance with this Agreement, including the principles set forth on Schedule 1.2(c)(i). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or The determination of the Accountant shall be conclusive and binding upon the parties hereto, and the Cash Amount of the Purchase Price shall be adjusted, if Seller at any time during such 45-day period notifies Buyer all, in writing that Seller agrees accordance with the Statementprovisions of Section 1.2(c)(vii). The Purchaser and the Sellers’ Representative shall each bear fifty percent (50%) of the fees and expenses of the Accountant. The Purchaser, then the Statement Sellers’ Representative and the Sellers shall become each bear one hundred percent (100%) of their own related expenses other than expenses related to the Accountant. (v) The Net Working Capital, Transaction Expenses and Funded Indebtedness either as agreed to by the Sellers’ Representative and the Purchaser, or as deemed final and binding on all parties hereto and shall be deemed pursuant to be the Final Statement. In the event that Seller shall deliver a Dispute Notice Section 1.2(c)(ii), or as adjusted pursuant to Buyer within such 45-day periodSection 1.2(c)(iv), Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties heretohereto and will be referred to as the “Final Net Working Capital,” Final Transaction Expenses,” and “Final Funded Indebtedness,” respectively. (cvi) The Purchaser and the Sellers’ Representative shall cooperate and assist in good faith in the determination of the Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness and in the conduct of the reviews referred to in this Section 1.2, including making available, to the extent reasonably necessary, books, records, work papers and personnel at such reasonable times as the Purchaser or the Sellers’ Representative shall request and permitting (at the expense of the requesting party) the copying of records or extracts thereof reasonably requested. (vii) The Cash Amount of the Purchase Price shall be adjusted as follows following the Closing: (1) If Buyer the Cash Amount of the Purchase Price was adjusted by the Adjustment Amount at Closing and Seller the Final Net Working Capital is less than the Preliminary Net Working Capital by an amount greater than Ten Thousand and their respective accountants are unable 00/100 Dollars ($10,000.00), then the Purchaser and the Sellers’ Representative will cause the Purchaser to resolve any dispute specified be promptly paid from the Escrow Amount the positive difference between the Final Net Working Capital and the Preliminary Net Working Capital in a Dispute Notice within thirty accordance with Section 1.2(c)(vii)(8) below. (302) days If the Cash Amount of Seller’s delivery the Purchase Price was adjusted by the Adjustment Amount at Closing and the Final Net Working Capital is greater than the Preliminary Net Working Capital by an amount greater than Ten Thousand and 00/100 Dollars ($10,000.00), then the Purchaser shall promptly pay to the Sellers’ Representative the difference between the Final Net Working Capital and the Preliminary Net Working Capital in accordance with Section 1.2(c)(vii)(7) below. (3) If the Cash Amount of such Dispute Noticethe Purchase Price was not adjusted at Closing by the Adjustment Amount and the Final Net Working Capital is less than the Target Net Working Capital by an amount greater than Ten Thousand and 00/100 Dollars ($10,000.00), such dispute then the Purchaser and the Sellers’ Representative will cause the Purchaser to be promptly paid from the Escrow Amount the positive difference between the Final Net Working Capital and the Target Net Working Capital in accordance with Section 1.2(c)(vii)(8) below. (4) If the Cash Amount of the Purchase Price was not adjusted at Closing by the Adjustment Amount and the Final Net Working Capital is greater than the Target Net Working Capital by an amount greater than Ten Thousand and 00/100 Dollars ($10,000.00), then the Purchaser shall promptly pay to the Sellers’ Representative the difference between the Final Net Working Capital and the Target Net Working Capital in accordance with Section 1.2(c)(vii)(7) below. (5) If the (A) Final Transaction Expenses plus Final Funded Indebtedness is greater than (B) the Payoff Amount plus Estimated Transaction Expenses, then the Purchaser and the Sellers’ Representative will cause the Purchaser to be promptly paid from the Escrow Amount the difference between clause (A) and clause (B) in accordance with Section 1.2(c)(vii)(8) below. (6) If the (A) Final Transaction Expenses plus Final Funded Indebtedness is less than (B) the Payoff Amount plus Estimated Transaction Expenses, then the Purchaser shall promptly pay the Sellers’ Representative the positive difference between clause (A) and clause (B) in accordance with Section 1.2(c)(vii)(7) below. (7) Payments required to be made pursuant to Sections 1.2(c)(vii)(2),(4) and (6), if any, shall be resolved made by a jointly selected Top Six Accounting Firm the Purchaser within five (5) Business Days after the “Independent Accounting Firm”Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness are determined by wire transfer of immediately available funds to the account designated by the Sellers’ Representative (for the benefit of the Sellers). (8) If payments are required to be made pursuant to Section 1.2(c)(vii)(1),(3) retained or (5), if any, the Sellers’ Representative and the Purchaser shall instruct the Escrow Agent to make such payment from the Escrow Amount within five (5) Business Days after the Final Net Working Capital, Final Transaction Expenses and Final Funded Indebtedness are determined by Seller wire transfer of immediately available funds to the account designated by the Purchaser. In the event that the Escrow Amount is insufficient to pay to the Purchaser the amount due pursuant to Section 1.2(c)(vii)(1), (3) or (5), then the Sellers shall pay the amount due net of the Escrow Amount within five (5) Business Days after the Final Net Working Capital, Final Transaction Expenses and Buyer Final Funded Indebtedness are determined by wire transfer of immediately available funds to resolve the account designated by the Purchaser. (viii) To the extent permitted by Law, any remaining disputes between Buyer payments made under Section 1.2(c), shall be deemed adjustments to the Purchase Price for U.S. federal, state and Seller specified in the Dispute Notice. The Independent Accountinglocal income Tax purposes.

Purchase Price Adjustment. 1.3.1 The Sellers acknowledge that the amount of the Purchase Price is based, in addition to the other terms and conditions of this Agreement, on the net book value of the Company as of the Closing Date being zero (athe “Required NBV”). 1.3.2 Not later than three (3) No later nor sooner than five (5) Business Days prior to the anticipated Closing Date, Seller the Company shall prepare and deliver to Buyer a certificate in a form reasonably satisfactory to the Buyer (the “Initial Estimated Closing Certificate”), executed by each of the Sellers, certifying (A) its good faith preparation of an executive officer attached estimated balance sheet of Sellerthe Company as of the Closing Date (the “Estimated Closing Balance Sheet”), which shall be prepared in accordance with GAAP, including the estimated accrual as of the Closing Date of all loss contingencies involving losses that are “probable”, determined in accordance with FASB No. 5 “Accounting for Contingencies” or any other FASB or APB applicable announcements (“FASB No. 5 Accruals”) (which include without limitation those accruals set forth a calculation by Seller on Schedule 2.5.2 hereto), consistent with the past practices of Seller’s the Company (B) its good faith estimate of the Net Working Capital (including each component thereof) Company’s actual net book value as of the Closing Date (the “Estimated Net Working CapitalNBV”). On The Sellers shall also provide the Business Day prior Buyer with copies of all work papers and other documents and data used to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of prepare the Estimated Net Working Capital (including each component thereof) to reflect Closing Balance Sheet and any changes in other documents reasonably requested by Buyer. If the calculation Buyer agrees with the Estimated Closing Balance Sheet and the Estimated NBV set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Estimated Closing Certificate, the Final Buyer shall notify the Sellers that they are in agreement with such amounts. If the Buyer does not agree with the Estimated Closing Certificate Balance Sheet and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as NBV set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount Buyer shall notify the Sellers of such excessdisagreement and the Buyer and the Sellers shall work together to resolve any such disagreements. 1.3.3 As soon as practicable following the Closing, the Company shall prepare, or cause to be prepared, an unaudited balance sheet of the Company as of the Closing Date (bthe “Closing Balance Sheet”), which shall be prepared in accordance with GAAP (including FASB No. 5 Accruals) Within consistent with the past practices of the Company and shall have the Closing Balance Sheet audited by Ernst & Young, LLP, or other similar auditing firm selected by the Buyer and approved by the Sellers, which approval will not be unreasonably withheld (the “Auditor”). The Sellers shall be jointly and severally responsible for all fees and expenses of the Auditor incurred by the Buyer and the Company in connection with the audit of the Closing Balance Sheet, but not to exceed $25,000. The Auditor shall complete the audit of the Closing Balance Sheet no later than sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), As soon as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued practicable following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statementaudit, Buyer shall (and Buyer shall cause the Company toshall deliver to the Sellers the audited Closing Balance Sheet, together with a closing statement (the “Closing Statement”) provide Seller setting forth the Company’s actual net book value as set forth in the audited Closing Balance Sheet (such net book value as finally determined in accordance with this Section 1.3, the “Actual NBV”) and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers proposed Adjustment Amount. 1.3.4 The Sellers shall complete their review of the Company, Buyer Closing Balance Sheet and its accountants, and personnel of Buyer and/or the Company Closing Statement within fifteen (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (4515) days after delivery thereof by the Company. If the Sellers object to Seller the Closing Balance Sheet or the Closing Statement, the Sellers shall, on or before the last day of such 15-day period, so inform the Statement during which to notify Buyer in writing (a “Dispute NoticeSellers’ Objection”) of any dispute of any item contained in the Statement), which Dispute Notice shall set setting forth a specific description of the dispute basis of the Sellers’ determination and the adjustments to the Modified Net Working Capital Closing Balance Sheet and the Closing Statement that Seller believes the Sellers believe should be made. If Seller does deliver a Dispute Notice during no Sellers’ Objection is received by the Buyer on or before the last day of such 4515-day period, then only those matters that are specified in such Dispute Notice the Closing Balance Sheet and Closing Statement delivered by the Buyer shall be deemed in dispute and all other matters final. The Buyer shall be final and binding upon Buyer and Seller have fifteen (other than those matters that change as a result 15) days from its receipt of the resolution Sellers’ Objection to review and respond to the Sellers’ Objection. 1.3.5 If the Sellers and the Buyer are unable to resolve all of any disputed matter their disagreements with respect to the proposed adjustments set forth in the Dispute Notice)Sellers’ Objection within 15 days following the completion of the Buyer’s review of the Sellers’ Objection, they shall refer any remaining disagreements to the CPA Firm which, acting as experts and not as arbitrators, shall determine, on the basis set forth in and in accordance with this Section 1.3, and only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Balance Sheet and the Closing Statement requires adjustment. If Seller fails The Buyer and the Sellers shall instruct the CPA Firm to deliver a Dispute Notice its written determination to the Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees and the Sellers no later than 30 days after the remaining differences underlying the Sellers’ Objection are referred to the CPA Firm along with the Statement, then final Closing Balance Sheet and Closing Statement containing the Statement Actual NBV. The CPA Firm’s determination shall become final be conclusive and binding on all parties hereto upon the Buyer and the Sellers. In resolving any disputed item, the CPA Firm may not assign a value to any disputed item that is greater than the greatest value claimed by either party or less than the smallest value claimed by either party for the item. The fees and disbursements of the CPA Firm shall be deemed to be borne equally by the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants the Sellers. The Buyer and the Sellers shall cooperate in good faith make readily available to resolve any dispute(s) specified therein as promptly as possible, the CPA Firm all relevant books and records and any resolution work papers (including those of the parties’ respective accountants, to the extent permitted by them as such accountants) relating to any matter specified the Closing Balance Sheet, the Sellers’ Objection and all other items reasonably requested by the CPA Firm in the Dispute Notice shall be final and binding on the parties heretoconnection therewith. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting

Purchase Price Adjustment. (a) No later than five For purposes of this Agreement, the term "Adjusted Stockholders' Equity" of the Business or the Purchased Assets and Assumed Liabilities shall mean as of a particular date, the stockholders' equity of such Purchased Assets and Assumed Liabilities computed in accordance with the methods, formulae, prorations and reserves, and the adjustments thereto, set forth in Schedule 3.5 hereto, and which adjustments shall include the elimination of assets which are not Purchased Assets and liabilities which are not Assumed Liabilities. In particular, the calculation of Adjusted Stockholders' Equity shall exclude all cash and all Intercompany Accounts. (5b) Business Days prior to Within ninety (90) days after the anticipated Closing Date, Seller shall deliver to Buyer a certificate Purchaser (the “Initial date of such delivery being the "Adjustment Date") (i) a balance sheet for the Purchased Assets and Assumed Liabilities transferred at the Closing Certificate”(the "Closing Date Balance Sheet") and (ii) a statement of the Adjusted Stockholders' Equity as of Closing Date (the "Statement of the Closing Date Adjusted Stockholders' Equity" or "Statement"). The Closing Date Balance Sheet and Statement shall (i) have been prepared by Seller and certified by Seller's auditors, executed KPMG LLP ("KPMG") (or such other firm of independent certified public accountants appointed by an executive officer of SellerSeller for this purpose) in accordance with Schedule 3.5 and otherwise in accordance with GAAP applied in a manner consistent with the Financial Statements, which shall and (ii) set forth a calculation by Seller of Seller’s good faith estimate the Adjusted Stockholders' Equity of the Net Working Capital (including each component thereof) Purchased Assets and Assumed Liabilities as of the Closing Date (the “Estimated Net Working Capital”"Closing Date Adjusted Stockholders' Equity"). On In rendering the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate Date Balance Sheet and the Statement, Seller and its auditors shall consult with Purchaser and its auditors, and permit Purchaser and such auditors at the earliest practicable date access to and copies of the work papers and calculations related to the Statement. (c) Purchaser may dispute the calculation of the Closing Date Adjusted Stockholders' Equity only to the extent that Purchaser asserts in good faith that the Closing Date Balance Sheet or Statement was not prepared in accordance with Schedule 3.5 and otherwise in accordance with GAAP applied in a manner consistent with the Financial Statements or, if an item on a Closing Date Balance Sheet or a Statement is not governed by Schedule 3.5 or GAAP applied in a manner consistent with the financial statements, that the treatment of such item on such Closing Date Balance Sheet or Statement was not the most appropriate treatment of such item under GAAP, in any of which cases Purchaser's notification as set forth below shall be accompanied by a report of a nationally recognized independent public accounting firm selected by Purchaser other than the firm used by Seller to prepare the Closing Date Balance Sheet or Statement, stating that such firm concurs with Purchaser's assertion as set forth above. All such disputes shall be resolved in the following manner: (i) If Purchaser disputes a calculation of the Closing Date Adjusted Stockholders' Equity, or any Current Assets or Current Liabilities that are denominated portion thereof, Purchaser shall notify Seller in pound sterling writing within thirty (30) days after the Adjustment Date, and shall specify therein in detail the basis and reason for such dispute and the amount which is in dispute (the "Disputed Amount"), and such notice of dispute shall be converted into United States dollars at accompanied by a certificate of Purchaser's outside accountants certifying that the Conversion Rate positions taken by Purchaser in such notice are in accordance with this Agreement and Schedule 3.5; (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling During the thirty (30) day period following the date of such notice, Purchaser and Seller shall attempt to resolve such dispute; and (Aiii) be converted into pound sterling If at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case end of the Initial Closing Certificatethirty (30) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described day period specified in clause (Aii) above, the parties shall have failed to reach agreement with respect to such dispute, the matter shall be referred to such other firm of independent certified public accountants as the parties mutually agree (the "Accounting Firm"), converted into United States dollars at the Conversion Ratefor resolution. The Pre-Adjusted Purchase Price payable at the Closing Accounting Firm shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal instructed to the amount of use every reasonable effort to perform such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within services within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (submission to it of any Closing Date Balance Sheet and the “Modified Net Working Capital”). For purposes related Statement and notice of preparing the Statementdispute and, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”)in any case, as of the Measurement Time, in accordance soon as practicable after such submission. In connection with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver resolution of any such right. For purposes of preparing dispute, the Statement, no effect Accounting Firm shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with have access to (and to examine and make copies of)all documents, at all reasonable timesrecords, the propertieswork papers, books, records and work papers of the Company, Buyer and its accountants, facilities and personnel of Buyer and/or the Company (necessary to perform its function as arbitrator. The Accounting Firm shall allow Purchaser and Buyer shall cause such personnel Seller to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of present their respective positions regarding the dispute and shall thereafter as promptly as possible provide the adjustments to parties hereto a written determination of the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during dispute, such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters written determination shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto, and judgment may be entered on the award. The Accounting Firm may, at its discretion, conduct a conference concerning the disagreement with the Purchaser and the Seller, at which conference each party shall have the right to present additional documents, materials and other information and to have present its advisors, counsel and accountants. In connection with such process, there shall be no hearings, oral examinations, testimony, depositions, discovery or other similar proceedings. The Accounting Firm shall determine the proportion of its fees and expenses to be paid by each of the Seller and the Purchaser, based primarily on the degree to which the Accounting Firm has accepted the positions of the respective parties. (d) Within five (5) business days after Purchaser and Seller have resolved any dispute relating to the calculations of the Closing Date Adjusted Stockholders' Equity: (i) Purchaser shall pay to Seller, in immediately available funds, an amount equal to the difference (if any, and if a positive result) between (A) the Closing Date Adjusted Stockholders' Equity relating to the Purchased Assets and Assumed Liabilities at the Closing, minus (B) $29,901,573; or, alternatively, (ii) Seller shall pay to Purchaser, in immediately available funds, an amount equal to the difference (if any, and if a positive result) between (1) $29,501,573, minus (2) the Closing Date Adjusted Stockholders' Equity relating to the Purchased Assets and Assumed Liabilities at the Closing, in either case together with interest for the period from the Closing Date to the date of such payment at a rate per annum in effect from time to time equal to the prime interest rate as published in the Wall Street Journal, which rate shall change automatically without notice and simultaneously with each change in such prime interest rate. (e) Notwithstanding the foregoing: (A) notwithstanding the existence of any dispute pursuant to paragraph (c) If Buyer above, the parties shall make any adjusting payment required under this Section 3.5, to the extent that such adjusting payment is not disputed, at the time and Seller in the manner set forth above and their respective accountants are unable to resolve (B) the balance (being any amount in dispute specified or such different amount compromised and settled by the parties or determined by the Accounting Firm in a Dispute Notice accordance with the provisions of Section 3.5(c) above) shall be paid in immediately available funds within thirty ten (3010) days of Seller’s delivery of after such Dispute Noticesettlement or determination, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (as the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accountingcase may be.

Purchase Price Adjustment. (ai) No later than five Exhibit M shows: (5A) the unaudited balance sheet of the Business Days prior as of January 31, 2004, prepared based on unaudited trial balance information provided by Sellers together with adjustments to reflect the transaction contemplated by this Agreement (which balance sheet, after such adjustments, is referred to as the “Unaudited Transaction Balance Sheet as of 1/31/2004”); and (B) the unaudited balance sheet of the Business as of May 1, 2004, prepared based on unaudited trial balance information provided by Sellers, together with adjustments to reflect the transaction contemplated by this Agreement (which balance sheet, after such adjustments, is referred to as the “Unaudited Transaction Balance Sheet as of 5/1/2004”). (ii) Prior to the anticipated Closing Cut-Off Date, Seller Sellers shall deliver provide audited financial statements for the Business for the fiscal year ended January 31, 2004, accompanied by an unqualified opinion of Ernst & Young LLP, to Buyer the effect that the audited financial statements present fairly in all material respects the financial position and results of operations of the Business and have been prepared in accordance with generally accepted accounting principles in the United States, consistently applied, together with: (A) adjustments to the audited balance sheet to reflect the transaction contemplated by this Agreement (which adjustments are referred to as “transaction adjustments”); and (B) a certificate summary of the adjustments, other than transaction adjustments, from the trial balance information referred to in Section 4(b)(i)(A) to the audited financial statements (which adjustments are referred to as the “Initial Closing Certificateaudit adjustments”). (iii) Within 60 days after the Cut-Off Date, executed by Sellers shall provide an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate unaudited balance sheet as of the Net Working Capital (including each component thereof) (close of business on the “Estimated Net Working Capital”). On Cut-Off Date reflecting the Business Day prior to the anticipated Closing Datetransaction adjustments, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in nature of the calculation transaction adjustments set forth in the Initial Closing CertificateUnaudited Transaction Balance Sheet as of 5/1/2004, including without limitation, any which will also reflect all audit adjustments attributable to changes as appropriate (the “Unaudited Transaction Balance Sheet as of the Cut-Off Date”). Buyer shall reasonably assist Sellers and their representatives in the applicable exchange ratespreparation of the Unaudited Transaction Balance Sheet as of the Cut-Off Date and shall provide Sellers and their representatives access at all reasonable times to the personnel, properties and books and records of the Business for such purpose. (iv) To the extent that the net assets, calculated in a manner consistent with the principles, policies and procedures used in preparing Exhibit M (“Net Assets”), reflected in the Unaudited Transaction Balance Sheet as of the Cut-Off Date exceed the Net Assets reflected in the Unaudited Transaction Balance Sheet as of 5/1/2004 by more than $40 million, then the Purchase Price shall be increased by the excess over $40 million. For purposes the avoidance of preparing doubt, “Net Assets” shall not include any Excluded Asset or any Excluded Liability. Notwithstanding anything to the Initial Closing Certificatecontrary in this Section 4(b), the Final Closing Certificate and book value of all assets on the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling Unaudited Transaction Balance Sheet as of the Cut-Off Date shall be converted into United States dollars at calculated without giving effect to any depreciation or amortization thereof after May 1, 2004. (v) To the Conversion Rate and (ii) any Current extent that the Net Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (reflected in the case Unaudited Transaction Balance Sheet as of 5/1/2004 exceed the Net Assets reflected in the Unaudited Transaction Balance Sheet as of the Initial Closing CertificateCut-Off Date by more than $40 million, then the Purchase Price shall be decreased by the excess over $40 million. (vi) If the Business Day on which Purchase Price is to be increased pursuant to Section 4(b)(iv), then Buyer shall, within five business days after the Initial Closing Certificate is delivered by Seller amount of such increase has been determined, pay Sellers an amount equal to Buyer and (y) (such increase, together with interest thereon at an annual rate equal to the three-month LIBOR rate in the case effect as of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following calculated on the conversion into pound sterling described in clause (Aactual number of days elapsed from the Closing Date to the date of payment divided by 365. If the Purchase Price is to be decreased pursuant to Section 4(b)(v), converted into United States dollars then Sellers shall, within five business days after the amount of such decrease has been determined, pay Buyer an amount equal to such decrease, together with interest thereon at an annual rate equal to the Conversion Rate. The Prethree-Adjusted Purchase Price payable at month LIBOR rate in effect as of the Closing shall be either Date, calculated on the actual number of days elapsed from the Closing Date to the date of payment divided by 365. (Ivii) increasedSellers represent that Sellers have not changed accounting policies or procedures, if or application thereof, since January 31, 2004, and that the Estimated Net Working Capital Unaudited Transaction Balance Sheet as set forth of 5/1/2004 is prepared on a basis consistent with the Unaudited Transaction Balance Sheet as of 1/31/2004 (except for adjustments normally reflected only in year-end audited financial statements). (viii) Sellers covenant that Sellers will not change accounting policies or procedures, or the application thereof, from those reflected in the Final Closing Certificate exceeds Unaudited Transaction Balance Sheet as of 5/1/2004, and that the Reference Unaudited Transaction Balance Sheet as of the Cut-Off Date will be prepared on a basis consistent with the Unaudited Transaction Balance Sheet as of 5/1/2004 (except for the audit adjustments, as appropriate, and except as otherwise provided in Sections 4(b)(iv) and 7(e)). (ix) If Buyer in good faith objects, by notice in writing to Sellers, to the Net Working Capital as Assets set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), Unaudited Transaction Balance Sheet as of the Measurement TimeCut-Off Date (“Final Net Assets”) within 30 days after Sellers’ delivery thereof, setting forth in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present duringwritten objection its determination of Final Net Assets, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (Sellers and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate attempt in good faith to resolve any dispute(ssuch objections within 30 days after the Sellers’ receipt of Buyer’s objections. Buyer may object pursuant to this Section 4(b)(ix) specified therein only if, assuming all of Buyer’s objections were sustained, the Purchase Price, as promptly as possibleadjusted by any adjustments pursuant to this Section 4(b), would be lower than the Purchase Price based on Sellers’ determination of Final Net Assets, and Buyer’s objections must specify in reasonable detail the nature of any resolution by them as disagreement with Sellers. The only objections that Buyer may make pursuant to this Section 4(b)(ix) are those that relate to: (A) any matter specified claimed inconsistencies between the principles, policies or procedures used in the Dispute Notice shall be final preparation of the Unaudited Transaction Balance Sheet as of 5/1/2004 and binding on the parties heretoprinciples, policies or procedures used in the preparation of the Unaudited Transaction Balance Sheet as of the Cut-Off Date (except for audit adjustments, as appropriate, and except as otherwise provided in Sections 4(b)(iv) and 7(e)); (B) the application of the audit adjustments; or (C) errors in mathematical computation. (cx) If Sellers and Buyer and Seller and their respective accountants are unable to resolve any dispute specified the matter within such 30-day period, they shall jointly appoint a mutually acceptable firm of independent accountants of national reputation that is one of the so-called “big four” (or, if they cannot agree on a mutually acceptable firm, they shall cause their respective accounting firms to select such firm) within three business days following the end of such 30-day period. Buyer and Sellers shall provide such accounting firm full cooperation. Such firm shall be instructed to reach its conclusion regarding the disputes as soon as reasonably possible. Such firm’s resolution of the disputes shall be rendered in a Dispute Notice within thirty written decision determining all disputes and shall be conclusive and binding upon Buyer and Sellers. (30xi) days The Non-Prevailing Party (as defined below) in any determination by such accounting firm shall pay its own expenses incurred with respect to the submission to such accounting firm and shall pay a percentage of Seller’s delivery (A) the fees and expenses of such Dispute Noticeaccounting firm plus (B) the reasonable out-of-pocket expenses (including reasonable attorneys’ fees) of the other party incurred with respect to the submission, such dispute which percentage shall be resolved calculated by a jointly selected Top Six Accounting Firm dividing (1) an amount equal to the difference between the Non-Prevailing Party’s determination of Final Net Assets, as submitted to such accounting firm, and such accounting firm’s determination of Final Net Assets by (2) an amount equal to the difference between the parties’ respective determinations of Final Net Assets, as submitted to such accounting firm. The other party shall pay the remainder of the fees and expenses of such accounting firm and its own expenses not required to be paid by the Non-Prevailing Party hereunder. A party is the “Independent Accounting Firm”Non-Prevailing Party” if such accounting firm’s determination of Final Net Assets is closer to the other party’s determination of Final Net Assets, as submitted to such accounting firm, than it is to that party’s determination of Final Net Assets, as submitted to such accounting firm. Notwithstanding anything to the contrary in this Section 4(b)(xi), if such accounting firm’s determination of Final Net Assets does not result in a Purchase Price that is lower than the Purchase Price would have been based upon Sellers’ determination of Final Net Assets (after giving effect to Section 4(b)(iv) retained by Seller or 4(b)(v)), Buyer shall pay all of the fees and Buyer expenses of such accounting firm plus all reasonable out-of-pocket expenses (including reasonable attorneys’ fees) of Sellers incurred with respect to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accountingsubmission.

Purchase Price Adjustment. (a) No later than five Post-Closing Adjustments. (5i) Business Days On or prior to the anticipated Closing Date, Seller ACZ shall prepare and deliver to Buyer a certificate (the “Initial Purchaser the Closing Certificate”), executed by an executive officer of Seller, Balance Sheet which shall set forth a calculation by Seller of Seller’s its good faith estimate of the Net Assets and Liabilities of ACZ including Working Capital as at the Calculation Time (including each component thereofwithout giving effect to the transactions contemplated herein). (ii) If the Working Capital of ACZ at the Calculation Time is greater than $0, then the Purchase Price shall be increased by the amount of the Working Capital. If the Working Capital of ACZ at the Calculation Time is less than $0, then the Purchase Price shall be reduced by the amount of the working capital deficiency (the “Estimated Net Working CapitalCapital Adjustment”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate . (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereofiii) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding Within 90 days after the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller the ACZ Shareholders, with the assistance of and information provided by the ACZ Shareholders, a certificate (statement setting forth its calculations of Closing Working Capital as of the “Statement”), executed by an executive officer of BuyerCalculation Time, which statement shall set forth Buyer’s calculation contain an unaudited balance sheet of ACZ as of the Net Working Capital Closing Date (including each component thereofwithout giving effect to the transactions contemplated herein) (the “Modified Net Working CapitalFinal Closing Balance Sheet”). For purposes ) and a certificate of preparing the Statement, Buyer shall make a physical count an officer of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at Buyer that the Facility (the “Inventory Count”), as of the Measurement Time, Final Closing Balance Sheet was prepared in accordance with GAAP applied using the Agreed Principles. Seller same accounting methods, practices, principles, policies, and its accountants (procedures, with consistent classifications, judgments, and other representatives) shall have valuation and estimation methodologies that were used in the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring preparation of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect Financial Statements as if such Final Closing Balance Sheet was being prepared and audited as of the Statement (including any aspect of the Statement that relates a financial year end. The costs and expenses with respect to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statementpreparation, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller review, and until the completion submission of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below Closing Balance Sheet shall be extended borne by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties heretoACZ. (civ) If the Closing Working Capital on the Final Closing Balance Sheet is less than the Working Capital Estimate, the ACZ Shareholders shall agree to surrender that number of Exchangeable Shares equal to the differential divided by $3.91. If the Closing Working Capital on the Final Closing Balance Sheet is greater than the Working Capital Estimate, the Buyer shall issue to the ACZ Shareholders that number of additional Exchangeable Shares and Seller and their respective accountants are unable reserve for issuance that additional number of Parent Shares equal to resolve any dispute specified the differential divided by $3.91 to be allocated as indicated by the ACZ Shareholders in a Dispute Notice within thirty writing. (30in either case, the “Post-Closing Adjustment”). (b) days of Seller’s delivery of such Dispute Notice, such dispute Adjustments for Tax Purposes. Any payments made pursuant to Section 2.04 shall be resolved treated as an adjustment to the Purchase Price by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained parties for Tax purposes, unless otherwise required by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent AccountingLaw.

Purchase Price Adjustment. (a) No later Exhibit 2.3(a) sets forth an adjusted balance sheet of the Company as of November 30, 1996 prepared in accordance with and adjusted pursuant to the Accounting Principles and Procedures for purposes of determining the "Net Asset Amount" of the Company at November 30, 1996 (the "Adjusted November Balance Sheet"). (b) Purchaser and Seller agree to accept the Accounting Principles and Procedures for all purposes of this Section 2.3, including, without limitation, for purposes of preparation of the Adjusted November Balance Sheet, the Estimated Closing Date Balance Sheet and the Closing Date Balance Sheet. (c) Not fewer than five (5) three Business Days prior to before the anticipated Closing Date, Seller shall deliver to Buyer Purchaser (i) a balance sheet (the "Estimated Closing Date Balance Sheet") based upon the books and records of the Company and prepared in accordance with and adjusted pursuant to the Accounting Principles and Procedures and reflecting Seller's best estimate of each of the items, and the amounts thereof, to be included on the Closing Date Balance Sheet and (ii) a certificate (the “Initial Closing Certificate”)of Seller, duly executed by an executive officer of Seller, stating that the Estimated Closing Date Balance Sheet has been prepared in good faith, has been prepared in accordance with and adjusted pursuant to the Accounting Principles and Procedures, and reflects Seller's best estimate of, and to the best Knowledge of Seller, fairly presents each of the items, and the amounts thereof, to be included on the Closing Date Balance Sheet. (d) If the Net Asset Amount of the Company as shown on the Estimated Closing Date Balance Sheet is greater than the Net Asset Amount shown on the Adjusted November Balance Sheet, the payment of the Fixed Amount to Seller on the Closing Date shall be increased, as a preliminary adjustment to the Fixed Amount as provided in Section 2.2(b), by the amount of such excess (the "Estimated Price Increase"). If the Net Asset Amount of the Company as shown on the Estimated Closing Date Balance Sheet is less than the Net Asset Amount as shown on the Adjusted November Balance Sheet, the payment of the Fixed Amount to Seller on the Closing Date shall be decreased, as a preliminary adjustment to the Fixed Amount as provided in Section 2.2(b), by the amount of such deficiency (the "Estimated Price Decrease"). (e) As of the close of business on the last day of the fiscal month of the Company in which the Closing occurs, or at such other time on such other date as near as practicable thereto as may be mutually agreed to by the parties to avoid business disruptions, Purchaser shall cause physical counts to be made of the inventory of the Company located at the Company's Leicester, Massachusetts and Harrison, Arkansas facilities (the "Inventory Count"), which shall set forth a calculation be observed by Seller of Seller’s good faith estimate representatives of the Net Working Capital (including each component thereof) accounting firm of Deloitte & Touche LLP (the “Estimated Net Working Capital”costs of such physical inventory to be shared equally by Purchaser and Seller). On Seller's representatives shall also be entitled to attend and observe the Business Day prior taking of the Inventory Count. Upon completion of the Inventory Count (and any adjustment pursuant to the anticipated immediately following sentence), Seller shall be provided with copies of the relevant data relating to those counts for its review. The results of the Inventory Count shall be adjusted to reflect the Company's inventory at the close of business on the day immediately preceding the Closing Date using actual receipts and shipments, and the valuation of inventory for purposes of the Closing Date Balance Sheet shall be computed in accordance with the Accounting Principles and Procedures and shall be based on the results of the Inventory Count as so adjusted, plus (i) the amount shown in the Company's books and records in accordance with the Company's perpetual inventory system at all locations (other than the Company's Leicester, Massachusetts and Harrison, Arkansas facilities) and (ii) "in-transit" inventory. (f) Within forty-five (45) days following the Closing Date, Seller shall deliver to Buyer an updated Initial Purchaser a special purpose balance sheet of the Company as of 12:01 a.m. on the Closing Certificate Date prepared by Seller with the cooperation of Purchaser (the “Final "Closing Certificate”Date Balance Sheet"), executed . The Closing Date Balance Sheet shall be prepared in accordance with and adjusted by an executive officer of Seller, which the Accounting Principles and Procedures and shall set forth an updated the calculation by Seller of the Estimated Net Working Capital (including Asset Amount. In connection with the preparation of the Closing Date Balance Sheet, each component thereof) party shall provide the other and the other's accountants and representatives full access to reflect any changes the Company's books, records, facilities and employees within such party's control. If the Net Asset Amount of the Company as reflected in the calculation set forth Closing Date Balance Sheet, is greater than the Net Asset Amount as reflected in the Initial Estimated Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing CertificateDate Balance Sheet, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling Estimated Purchase Price shall be converted into United States dollars at increased, by a final adjustment to the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated Estimated Purchase Price as provided in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (ASection 2.2(c), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excessexcess (the "Final Purchase Price Increase"). If the Net Asset Amount of the Company as reflected in the Closing Date Balance Sheet is less than the Net Asset Amount as reflected in the Estimated Closing Date Balance Sheet, or (II) the Estimated Purchase Price shall be decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds by a final adjustment to the Estimated Net Working Capital Purchase Price as set forth provided in the Final Closing CertificateSection 2.2(c), by an amount equal to the amount of such excessdeficiency (the "Final Purchase Price Decrease"). (bg) Within sixty Purchaser shall have fifteen (6015) Business Days after receipt by it of the Closing Date Balance Sheet (the "Dispute Period") to dispute any item, calculation or amount, or the method of calculation of any item or amount, reflected therein (a "Dispute"). If Purchaser does not give written notice of a Dispute (a "Dispute Notice") to Seller within the Dispute Period, the Closing Date Balance Sheet shall be deemed to have been accepted by Purchaser in the form in which it was delivered by Seller. In the event that Purchaser does not agree with any item, calculation or amount, or the method of calculation of any item or amount, reflected on the Closing Date Balance Sheet, Purchaser shall give Seller a Dispute Notice within the Dispute Period, setting forth the basis of its disagreement, and Seller and Purchaser shall, within fifteen (15) days following after receipt by Seller of such Dispute Notice, attempt to resolve such Dispute and agree in writing upon the final Closing DateDate Balance Sheet. In the event that Seller and Purchaser are unable to resolve any such Dispute within the fifteen (15) day resolution period, Buyer shall prepare then the national office of the certified public accounting firm of Deloitte & Touche LLP or such other national office of a certified public accounting firm or office as may be mutually agreed upon by Seller and deliver to Seller a certificate Purchaser (the “Statement”)"Arbitrator") shall be employed as arbitrator hereunder to settle such Dispute as soon as reasonably practicable. The parties agree that the Arbitrator shall decide only the matters involved in the Dispute, executed by an executive officer and not any other matters, and that such matters shall be decided in accordance with this Section 2.3. Any Arbitration pursuant to this Section 2.3(g) shall be conducted in the national office of Buyer, which shall set forth Buyer’s calculation Deloitte & Touche LLP or of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Timesuch certified public accounting firm, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring Commercial Arbitration Rules of the Inventory Count shall limit, impair or otherwise preclude Seller’s right American Arbitration Association then existing and the Arbitrator's determination with respect to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect Dispute shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and not subject to appeal on any ground, and judgment on the arbitration award may be enforced in any court having jurisdiction over the subject matter of the controversy. Seller and Purchaser shall be deemed to be each pay one-half of the Final Statement. fees and expenses of the Arbitrator for the services of the Arbitrator in the arbitration. (h) In the event that Seller shall deliver of a Dispute Notice Purchase Price Adjustment, an amount equal to Buyer within the Purchase Price Adjustment together with interest on such 45-day periodamount at a rate equal to the rate of interest announced from time to time by Chase Manhattan Bank to be its prime or reference rate, Seller and Buyer and their respective accountants shall cooperate in good faith from the Closing Date to resolve any dispute(s) specified therein as promptly as possiblethe payment date, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on paid by either Purchaser to Seller, or Seller to Purchaser, as the parties hereto. case may be, in immediately available funds by wire transfer to such bank account as may be designated by Seller or Purchaser, as the case may be. Such payment shall be made within ten (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (3010) days after the final determination of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent AccountingClosing Date Balance Sheet.

Purchase Price Adjustment. (a) No later than five (5) Business Days Immediately prior to Closing, the anticipated Closing DateCompany shall provide KIT with a final version of Schedule 2.3(e) (which will include, Seller shall deliver to Buyer without limitation, a certificate (the “Initial Closing Certificate”), executed by an executive officer list of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereofall Third Party Expenses and all other Liabilities payable at Closing) (the “Estimated Net Working CapitalKnown Pre-Closing Liabilities Statement”). On the Business Day prior The Known Pre-Closing Liabilities Statement shall be subject to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of SellerPurchaser’s reasonable approval, which approval shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets not be unreasonably withheld or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Ratedelayed. The Pre-Adjusted Base Purchase Price payable at the Closing shall be either (I) increased, if decreased by the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as amount set forth on the Known Pre-Closing Schedule, Liabilities Statement and increased by an amount equal to the amount sum of (i) the Company’s cash and liquid investments, (ii) current and collectible accounts receivables, (iii) billed but collectible revenues related to completed work and (iv) short-term inventory (at current depreciated value) (such excessadjusted amount, or the “Adjusted Base Purchase Price”). With the exception of the Xxxxxx Claim which shall be subject to settlement in accordance with Section 5.6, KIT agrees to remit payments (II) decreasedin immediately available funds or, if agreed upon by a creditor, shares of KIT common stock) and/or reach a settlement agreement with each of the Reference Net Working Capital as entities set forth on Schedule 2.3(e) 75 days from Closing (it being understood and agreed that the Closing Assumed Liabilities on Schedule exceeds 2.3(e) will be paid by KIT in accordance with their terms and, if due and payable at Closing, will be paid by KIT by no later than the Estimated Net Working Capital as 40-days after the First Anniversary. Notwithstanding whether an Assumed Liability is listed on Schedule 2.3(e) and the requirements of the prior sentence, if such Assumed Liability is also listed on either Schedule 2.3(f) or Schedule 2.3(g), then KIT agrees that it shall pay or otherwise enter into a settlement agreement for each of the Assumed Liabilities set forth in Schedule 2.3(f) by 4th January 2012; and for the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter Assumed Liabilities set forth in the Dispute Notice)Schedule 2.3(g) within 7 Business Days of Closing. If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final Each entity set forth on Schedule 2.3(e) and binding on all parties hereto Schedule 2.3(f) and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(sSchedule 2.3(g) specified therein as promptly as possibleis an intended third party beneficiary of this Agreement, and any resolution shares issued to such entities by them KIT pursuant to this Section 2.6(g) will be registered for re-sale by KIT (through the filing of a registration statement which KIT will file and have declared effective as to any matter specified soon as practically possible after KIT has filed its Annual Report on Form 10-K for the year ended December 31, 2011 with the U.S. Securities and Exchange Commission in the Dispute Notice shall be final and binding on the parties heretoMarch 2011). (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting

Purchase Price Adjustment. (a) No Not later than five (5) Business Days prior to the anticipated Closing Date, Seller the Contributor Parties shall prepare in good faith and deliver to Buyer Acquiror a certificate preliminary settlement statement (the “Initial Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Certificate”), executed by an executive officer of SellerDate, which shall set forth balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation by Seller of Seller’s good faith estimate of the difference, if any, between the Net Working Capital (including each component thereof) shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital Threshold, (including each component thereofiii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Modified Net Working CapitalEstimated Closing Date Debt”). For purposes of preparing the Statement, Buyer shall make (iv) a physical count calculation of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at Cash shown on the Facility Estimated Closing Date Balance Sheet (the “Inventory CountEstimated Closing Date Cash Amount”), as ) and (v) a calculation of the Measurement Time, in accordance with the Agreed Principlesestimated Purchase Price Adjustment Amount. Seller and its accountants (and other representatives) Acquiror shall have the right right, following Acquiror’s receipt of the Estimated Adjustment Statement, to be physically present duringobject thereto by delivering written notice to ETP, participate in on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and monitor ETP, on behalf of the Inventory CountContributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence atif Acquiror and ETP, participation in, nor monitoring on behalf of the Inventory Count Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall limit, impair or otherwise preclude Seller’s right to dispute any aspect control solely for purposes of the Statement (including any aspect payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For shall control solely for purposes of preparing the Statement, no effect shall payments to be given made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to any new accounting pronouncements that may be issued made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.” (b) Not later than the 120th day following the Closing Date, Acquiror shall prepare and deliver to ETP, on behalf of the Contributor Parties, a statement (the “Final Adjustment Statement”) setting forth (i) the final combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in the same manner as the Estimated Closing Date Balance Sheet (the “Final Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to Acquiror, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Final Closing Date Balance Sheet and Estimated Net Working Capital, (iii) a calculation of the difference, if any, between the Debt shown on the Final Closing Date Balance Sheet and the Estimated Closing Date Debt, (iv) a calculation of the difference, if any, between the Cash shown on the Final Closing Date Balance Sheet and the Estimated Closing Date Cash Amount and (v) the final calculation of the Purchase Price Adjustment Amount. After At any time during the date that Buyer delivers the Statement to Seller and until the completion 30-day period following receipt of the Final StatementAdjustment Statement (the “Review Period”), Buyer ETP, on behalf of the Contributor Parties, may deliver to Acquiror a written report containing any changes that the Contributor Parties propose be made to the Final Adjustment Statement (such written report, an “Objection Notice”). Acquiror shall (and Buyer shall cause provide to ETP, on behalf of the Company to) provide Seller and any accountants (Contributor Parties, such documentation and other representatives) of Seller with data, and, during normal business hours and upon reasonable advance notice, access to (its officers, employees, agents and other personnel as is reasonably necessary to examine and make copies of)enable ETP, at all reasonable times, the properties, books, records and work papers on behalf of the CompanyContributor Parties, Buyer and its accountantsto appropriately review the Final Adjustment Statement during the Review Period. ETP, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller on behalf of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the StatementContributor Parties, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute to have waived any rights to object to the Final Adjustment Statement unless ETP, on behalf of the Contributor Parties, delivers an Objection Notice to Acquiror within the Review Period and, if the Review Period expires without ETP, on behalf of the Contributor Parties, so delivering an Objection Notice, then from and all other matters after the expiration of the Review Period, the Final Adjustment Statement shall be become final and binding upon Buyer for all purposes of this Agreement. If ETP, on behalf of the Contributor Parties, delivers an Objection Notice to Acquiror during the Review Period, then ETP, on behalf of the Contributor Parties, and Seller Acquiror shall enter into good faith negotiations and shall attempt to agree on the amount of the actual Purchase Price Adjustment Amount. If such Parties cannot reach agreement within 30 days after the date on which ETP, on behalf of the Contributor Parties, delivered such Objection Notice to Acquiror, the Parties shall refer the remaining disputed matters necessary to the final determination of the Purchase Price Adjustment Amount to Deloitte & Touche LLP, or if Deloitte & Touche LLP is unable or unwilling to perform its obligations under this Section 2.4(b), such other nationally-recognized independent accounting firm as is mutually agreed on by ETP, on behalf of the Contributor Parties, and Acquiror (the “Independent Accounting Firm”). The Independent Accounting Firm shall resolve any disputes referred to it under this Section 2.4(b). Each Party shall deliver simultaneously to the Independent Accounting Firm (i) the Objection Notice and such work papers, invoices and other than those reports and information relating to the disputed matters that change as the Independent Accounting Firm may request and (ii) such Party’s proposed resolution of the disputed matters and any materials it wishes to present to justify the resolution it so presents. Each Party shall be afforded the opportunity to discuss the disputed matters with the Independent Accounting Firm. The Independent Accounting Firm shall act as an expert (and not as an arbitrator) for the limited purpose of determining the specific disputed matters necessary to the determination of the Purchase Price Adjustment Amount submitted by either ETP, on behalf of the Contributor Parties, or Acquiror to the Independent Accounting Firm, and whether and to what extent, if any, the Purchase Price Adjustment Amount requires adjustment as a result of the resolution of any those disputed matter set forth in matters (applying GAAP consistently with the Dispute NoticeCompression Group Entities’ past practices). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period The Independent Accounting Firm may not award damages or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto penalties and shall not have authority to address matters not in dispute between the Parties or necessary to the determination of the final Purchase Price Adjustment Amount. The Independent Accounting Firm’s determination shall be deemed to be made within 30 days after submission of the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller disputed matters and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on all Parties, without right of appeal. In determining the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days proper amount of Seller’s delivery of such Dispute Noticethe Purchase Price Adjustment Amount, such dispute shall be resolved by a jointly selected Top Six the Independent Accounting Firm (shall not increase the “Purchase Price Adjustment Amount more than the increase proposed to be made in the Final Adjustment Statement by ETP, on behalf of the Contributor Parties, nor decrease the Purchase Price Adjustment Amount more than the decrease proposed to be made in the Final Adjustment Statement by Acquiror, as applicable. Each Party shall bear its own legal fees and other costs of presenting its case to the Independent Accounting Firm”) retained by Seller . Acquiror and Buyer to resolve any remaining disputes between Buyer ETP shall each bear one-half of the costs and Seller specified expenses of the Independent Accounting Firm incurred in the Dispute Noticeresolving such disputed matters. The Independent AccountingPurchase Price Adjustment Amount as finally determined pursuant to this Section 2.4(b) shall be referred to as the “Final Purchase Price Adjustment Amount.”

Purchase Price Adjustment. (a) No later than five (5) Business Days prior to If the anticipated Closing Date, Seller shall deliver to Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets Debt Amount or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, Transaction Expenses (as finally determined pursuant to this Section 2.05 and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds Statement) differs from the Reference Net Working Capital as estimated amounts thereof set forth on in the Estimated Closing ScheduleStatement: (1) Buyer will, by no later than ten (10) Business Days after the final determination referred to in paragraph (e) above is made, remit or cause to be remitted to the Sellers an aggregate amount equal to the amount excess of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds recalculated Purchase Price over the Estimated Net Working Capital as set forth in Aggregate Purchase Price; or (2) Buyer shall have the Final Closing Certificateoption, by written notice to the Seller Representatives, (x) to require Sellers, severally and not jointly and on a pro rata basis in accordance with each Seller’s Consideration Pro Rata Portion, to remit or cause to be remitted to Buyer an aggregate amount in cash equal to the amount excess of the Estimated Aggregate Purchase Price over the recalculated Purchase Price (the absolute value of such excess. (b) Within sixty (60) days following the Closing Dateamount, Buyer shall prepare and deliver to Seller a certificate (the “StatementDeficit Amount”)) or (y) to deduct the Deficit Amount from the Earnout Payments otherwise due to Sellers pursuant to Section 2.06, executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make such deduction to be made on a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, pro rata basis in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither each Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final StatementConsideration Pro Rata Portion. In the event that Seller the Deficit Amount exceeds the amount of the Cash Consideration, then the entire amount of the Cash Consideration shall deliver a Dispute Notice be remitted to Buyer within such 45-day period, Seller in accordance with (x) or (y) above and Buyer shall have the option, by written notice to the Seller Representatives, (a) to require Sellers, severally and their respective accountants shall cooperate not jointly and on a pro rata basis in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of accordance with each Seller’s delivery Consideration Pro Rata Portion to surrender or cause to be surrendered to Buyer a number of TFI Shares with an aggregate market value equal to the excess of the Deficit Amount over the amount of the Cash Consideration or (b) to deduct a number of TFI Shares equal to such Dispute Noticeexcess from the Earnout Payments otherwise due to Sellers pursuant to Section 2.06, such dispute shall deduction to be resolved by made on a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified pro rata basis in the Dispute Notice. The Independent Accountingaccordance with each Seller’s Consideration Pro Rata Portion.

Purchase Price Adjustment. (a) No later than five (5) Business Days prior to On the anticipated business day immediately preceding the Closing Date, Seller shall prepare and deliver to Buyer a certificate 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 “Initial Closing Certificate”"Interim Period Cash Flow"), executed detailing all such amounts by an executive officer category of Sellerpayment (the "Cash Flow Statement"). PRGI shall be entitled to reimbursement, which shall set forth a calculation by Seller of Seller’s good faith estimate at Closing, of the Net Working Capital (including each component thereof) (Interim Period Cash Flow, plus the “Estimated Net Working Capital”). On following cash payments made in respect of the Business Day prior during the period from and including the Effective Date to and including the anticipated day immediately preceding the Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, : (i) the amount, if any, by which disbursements to Owners during said period exceed the amount of any Current Assets cash or Current Liabilities that are denominated cash equivalents in pound sterling shall be converted into United States dollars at the Conversion Rate Business as of the close of business on August 31, 1998 and (ii) any Current Assets or Current Liabilities that are denominated amounts paid during the period from and including the Effective Date to and including the Closing Date in any currency other than United States dollars or pound sterling shall respect of the following liabilities: (A) Seller Transaction Expenses, (B) non-trade payables (meaning those not directly related to the Business to be converted into pound sterling at acquired by PRGI pursuant hereto), (C) non-trade accrued expenses (meaning those not directly relating ed to the exchange rate set forth for such conversion in “The Wall Street Journal” dated Business to be acquired by PRGI pursuant hereto), (xD) (in the case commissions payable as of the Initial Closing CertificateEffective Date in respect of accounts receivable collected by Seller prior to the Effective Date; (E) all amounts owed to any Owners under the Principal Agreement or otherwise (except for advances by Owners used to pay normal trade payables of Seller directly relating to the Business Day to be acquired by PRGI incurred on which or after the Initial Closing Certificate is delivered by Seller Effective Date or advances made to Buyer and (y) (in Associates or Employees on or after the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Effective Date), and (BF) following all amounts owed to Persons other than Owners (except for normal trade payables directly relating to the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall Business to be either (I) increased, if the Estimated Net Working Capital as set forth acquired by PRGI pursuant hereto incurred in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount ordinary course of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereofbusiness) (collectively, the “Modified Net Working Capital”). For purposes of preparing the Statement"Interim Period Reimbursable Liabilities," which, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance together with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present duringInterim Period Cash Flow, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by herein as the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice"Reimbursable Cash"). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting

Purchase Price Adjustment. (a) No later than five (5) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding prior to Closing, the Seller will prepare and deliver to the Buyer an estimated closing statement (the “Estimated Closing Statement”), which shall be attached hereto as Schedule 2.4(a), setting forth the Seller’s good faith estimates of the amounts of Closing Cash, Reserves, Closing Indebtedness, Closing Adjustment Amount, the Company Transaction Expenses (each of which shall be evidenced by a Transaction Expense Invoice) and of the Purchase Price based on the foregoing (the “Estimated Purchase Price”); provided, that, if the Closing has not occurred by 11:59 p.m. (Pacific Time) on April 25, 2016, Seller will deliver the Estimated Closing Statement no later than 12:00 p.m. (Pacific Time) on April 27, 2016 that assumes a Closing date of April 29, 2016, and Seller’s obligation under this Schedule 2.4(a) will be satisfied. The Estimated Closing Statement shall be in the form attached hereto as Exhibit A. The Buyer hereby acknowledges receipt of such schedules and data with respect to the Estimated Closing Statement and the Seller’s determination of the Estimated Purchase Price set forth therein and each component thereof as the Buyer has deemed reasonably necessary to support such amounts. (b) The Buyer will deliver to the Seller, by no later than sixty (60) days after the Closing Date, a closing statement setting forth the Buyer’s good faith calculations of the actual amounts of Closing Cash, Reserves, Closing Indebtedness and Closing Adjustment Amount and the adjusted Purchase Price based on the foregoing, together with such schedules and data with respect to the determination of each of the foregoing amounts as are reasonably necessary to support such amounts (Bthe “Closing Statement”). If the Buyer fails to deliver the Closing Statement by the deadline set forth in the immediately preceding sentence, the Seller may prepare and deliver to the Buyer a Closing Statement. If the Seller does not deliver a Closing Statement to the Buyer within thirty (30) following days after the conversion into pound sterling described deadline set forth in clause the first sentence of this Section 2.4(b) (APurchase Price Adjustment), converted into United States dollars then the Buyer and the Seller will be deemed to have accepted the Estimated Closing Statement in full and the Estimated Closing Statement will become final, binding and conclusive for all purposes under this Agreement. (c) If either the Buyer or the Seller disagrees in whole or in part with the Closing Statement, then the disagreeing Party will deliver to the receiving Party, by no later than thirty (30) days after the date on which the receiving Party receives the Closing Statement, a written notice of disagreement setting forth in reasonable detail the particulars of such disagreement (a “Notice of Disagreement”). If either the Buyer or the Seller fails to deliver a Notice of Disagreement by the deadline set forth in the immediately preceding sentence, the Parties will be deemed to have accepted the Closing Statement in full and the Closing Statement will become final, binding and conclusive for all purposes under this Agreement. (d) If either the Buyer or the Seller timely delivers a Notice of Disagreement, the Buyer and the Seller will use commercially reasonable efforts for a period of thirty (30) days, or such longer period as they may mutually agree, to resolve any disputed items. All disputed items agreed to during the foregoing period will become final, conclusive and binding on the Buyer, the Seller and the Company and will not be subject to further appeal. If, at the Conversion Rateend of the foregoing period, there remain any unresolved disputed items, those unresolved disputed items will be referred to a nationally-recognized, U.S.-based accounting firm to be mutually agreed by the Buyer and the Seller (the “Accounting Firm”). The Pre-Adjusted Buyer and the Seller will enter into reasonable and customary arrangements for the services to be rendered by the Accounting Firm under this paragraph, such services to be provided in the Accounting Firm’s capacity as an accounting expert and not an arbitrator. The Accounting Firm will be directed to determine as promptly as practicable (and in any event within thirty (30) days from the date on which the dispute is submitted to the Accounting Firm), whether any of the Closing Cash, Closing Reserves, Closing Indebtedness, Closing Adjustment Amount or Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds Statement requires adjustment. The Accounting Firm will be instructed that, in making such determination, it may only consider matters still in dispute between the Reference Net Working Capital as Buyer and the Seller and may not assign a value to any item greater than the greatest value for such item claimed by the Buyer or the Seller or less than the smallest value for such item claimed by the Buyer or the Seller. The Buyer and the Seller each will furnish to the Accounting Firm any work papers and other documents and information relating to the disputed items and will provide any interviews and answer any questions that the Accounting Firm may reasonably request. The determination of the Accounting Firm will be final, conclusive and binding on the Buyer, the Seller and the Company. The fees and expenses for the services of the Accounting Firm will be borne pro rata between the Buyer and the Seller in proportion to the final allocation made by the Accounting Firm of the disputed items weighted in relation to the claims made by the Buyer and the Seller, such that the prevailing Party pays the lesser proportion of such fees and expenses. Subject to the immediately preceding sentence, each of the Buyer and the Seller will be responsible for its own fees and expenses incurred in connection with this paragraph. (e) Following the agreement or determination of the Purchase Price in accordance with Section 2.4(b), Section 2.4(c) or Section 2.4(d) (Purchase Price Adjustment): (i) if the Purchase Price set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule Statement exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable timesPurchase Price, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Sellerwill, within three (3) Business Days after Buyer receives a request from Seller for the date of such accessfinal agreement or determination, and if pay the amount of such access is not provided excess to Seller (and any accountants or other representatives the Seller, by wire transfer of Seller) within such 3-Business Day period, then the 45-day period referred immediately available funds to below shall be extended an account specified in writing by the number of days it takes Buyer to provide such access in excess Seller; and (ii) if the Purchase Price set forth on the Closing Statement is less than the Estimated Purchase Price, the Seller will, within three (3) Business Days after the date of such 3-Business Day period. Seller shall have forty-five (45) days after delivery final agreement or determination, pay the amount of such shortfall to Seller the Buyer, by wire transfer of the Statement during which immediately available funds to notify Buyer an account specified in writing by the Buyer. (a “Dispute Notice”f) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the All payments made pursuant to this Section 2.4 (Purchase Price Adjustment) will be treated as adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day periodPurchase Price for U.S. federal, then only those matters that are specified in such Dispute Notice shall be deemed in dispute state and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties heretolocal tax purposes. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting

Purchase Price Adjustment. 2.2.1 The Price shall be increased or decreased, on a euro-for-euro basis, by the amount (aif any) No later by which the total liabilities of the Company and the Subsidiary on a consolidated basis as of the Closing Date is less than five or exceeds the Company’s and the Subsidiary’s (5on a consolidated basis) Business Days prior to current assets as of the anticipated Closing Date, Seller shall deliver to Buyer a certificate Date (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working CapitalAdjustment”). For purposes of computing the working capital adjustment, the reasonable costs incurred by Data Presse in (i) Data Presse’s acquisition of the shares of Archipel Production (not to exceed EUR 66,810) and (ii) preparing the Statementdifferent financial statements or estimated interim accounts at January 31, Buyer February 28, and March 31, 2010 (not to exceed EUR 31,900) shall make a physical count be excluded. The Sellers acknowledge and agree that they shall reimburse the Purchaser for the portion of the Company’s inventory registration fee (including raw materials inventorywhich reimbursement shall not be an adjustment to the Price) as set forth in Schedule 2, work-in-processand the wire instructions contained in Schedule 1 have reflected that reimbursement. 2.2.2 The Sellers delivered to the Purchaser an estimated balance sheet of the Company as of March 31, tooling and finished goods) located at the Facility 2010, prepared in accordance with GAAP (the “Inventory CountEstimated Balance Sheet”), together with supporting schedules, including lists of all trade payables, accrued expenses and accounts receivable of the Company reflected in the Estimated Balance Sheet. A copy of the Estimated Balance Sheet is attached hereto as Exhibit A. Pursuant to the Estimated Balance Sheet the estimated Working Capital Adjustment to the Price (the “Estimated Working Capital Adjustment”) is EUR 237,009. 2.2.3 Within 75 days following the Closing, the Purchaser shall prepare, or cause to be prepared, a balance sheet of the Company as of the Measurement TimeClosing Date, prepared in accordance with GAAP (the Agreed Principles“Closing Date Balance Sheet”). Seller Promptly thereafter, the Purchaser shall prepare and its accountants (and other representatives) shall have deliver to the right Sellers a certificate, verified as to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring accuracy by an officer of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect Purchaser (the “Closing Date Payment Certificate”) (i) attaching a copy of the Statement Closing Date Balance Sheet and (including any aspect ii) setting forth its determination of the Statement that relates Working Capital Adjustment, if any, which shall be prepared in accordance with GAAP. If within 30 days after the Closing Date Payment Certificate is delivered to the Company’s inventory) or constitute a waiver of Sellers, the Sellers shall not have given written notice to the Purchaser setting forth in reasonable detail any objection to the Working Capital Adjustment, then such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion determination of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice Adjustment shall be final and binding on the parties. If the Sellers, within such 30 day period following delivery of the Closing Date Payment Certificate, shall give written notice to the Purchaser setting forth in reasonable detail any objection to such determination of the Working Capital Adjustment, the Purchaser and the Sellers shall endeavor to reach agreement within the ten business day period following the receipt by the Purchaser of any notice of objection. If the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve reach agreement within such ten business day period, then the matter shall be submitted to the Independent Accountants for determination of the Working Capital Adjustment, which determination shall be final and binding on the Purchaser and Sellers. In connection with the resolution of any dispute specified described herein, each party shall pay its own fees and expenses, including its own legal, accounting and consulting fees and expenses. If the Working Capital Adjustment (as determined by the Independent Accountants) does not exceed the Working Capital Adjustment as set forth in a Dispute Notice within thirty (30) days the Closing Date Payment Certificate by at least €100,000, then the cost and expense of Seller’s delivery of such Dispute Notice, such dispute the Independent Accountants shall be resolved paid by the Sellers, on a joint and several basis; in all other cases, the cost and expense of the Independent Accountants shall be borne equally by the Purchaser and the Sellers (in each case, jointly selected Top Six Accounting Firm and severally). 2.2.4 If the Working Capital Adjustment is greater than the Estimated Working Capital Adjustment as set forth in the Estimated Closing Date Payment Certificate, then the Sellers shall jointly and severally repay to the Purchaser within ten (10) business days following receipt of the Closing Date Payment Certificate or, if disputed, within ten business days following the earlier of the date on which the parties resolve the dispute or the date of determination of the Working Capital Adjustment by the Independent Accountants, the difference between the Working Capital Adjustment and the Estimated Working Capital Adjustment. If the Estimated Working Capital Adjustment is less than the Working Capital Adjustment as determined herein, then the Purchaser shall pay to the Sellers, on a pro rata basis in accordance with their respective Shares, within ten (10) business days following receipt of the Closing Date Payment Certificate or, if disputed, within ten business days following the earlier of the date on which the parties resolve their dispute or the date of determination of the Working Capital Adjustment by the Independent Accountants, the difference between the Estimated Working Capital Adjustment and the Working Capital Adjustment. 2.2.5 For all purposes of this Agreement, the term “Independent Accounting Firm”) retained Accountants” shall mean an independent accounting firm of national or regional reputation which is selected by Seller the Purchaser and Buyer to resolve any remaining disputes between Buyer and Seller specified the Sellers (or if they cannot agree by decision of the President of the Commercial Court of Paris given in the Dispute Notice. The Independent Accountingsummary proceedings (statuant en référé), upon request of either party).

Purchase Price Adjustment. (a) No later earlier than five (5) and at least three (3) Business Days prior to the anticipated Closing Date, Seller the Company shall deliver to Buyer Buyer, a certificate statement that is certified by the Company’s Chief Financial Officer containing the following items (as may be revised in accordance with the last sentence of this Section 2.8(a), the “Initial Preliminary Closing CertificateStatement”), executed by an executive officer of Seller, which shall set forth ): (i) a calculation by Seller of Seller’s good faith estimate of the Net Aggregate Closing Date Consideration and each of the components thereof listed in the definition thereof (as may be revised in accordance with the last sentence of this Section 2.8(a), the “Aggregate Closing Date Consideration Estimate”), including (A) Closing Working Capital (including each component thereof) (the “Estimated Net Working CapitalCapital Estimate”)) and the resulting Working Capital Overage or Working Capital Underage, (B) Closing Indebtedness, (C) Closing Cash and (D) the Seller Expenses, including an itemized list thereof specifying the amount of each such Seller Expense, in each case calculated in accordance with the Balance Sheet Rules (clauses (A) through (D) inclusive, the “Consideration Elements”) and (ii) reasonable supporting detail of all of the foregoing. On Concurrently with the Business Day prior to delivery of the anticipated Preliminary Closing DateStatement, Seller the Company shall deliver to Buyer an updated Initial Closing Certificate (1) the “Final Closing Certificate”)Distribution Waterfall Schedule based on the foregoing estimates and (2) the Pro Rata Share Schedule, executed by an executive officer each of Seller, which shall set forth an updated calculation have been prepared in good faith by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes Company and in the calculation set forth in form provided to Buyer prior to the Initial Closing Certificateexecution of this Agreement, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated with only (x) (in updates to reflect the case amount of the Initial Aggregate Closing CertificateDate Consideration Estimate (and with respect to the Distribution Waterfall, any Consideration Elements reflected therein) and any change to the Business Day on which number of outstanding Company Units to reflect the Initial outstanding Company Units at Closing Certificate is delivered by Seller to Buyer and (y) (in any changes agreed to by the case Company and Buyer to correct manifest error. The Company and each of its Subsidiaries shall provide Buyer and its Representatives reasonable access to all the properties, books, Contracts and records of the Final Company Group and such Representatives of the Company Group (including the Company’s accountants) relevant to Buyer’s review of the Preliminary Closing Certificate Statement in accordance with this Section 2.8(a), subject to clause (iv) of the Access and Assistance Limitations and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as limitations set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, Section 7.2(b). The Company shall review comments proposed by an amount equal Buyer with respect to the amount of such excess, or foregoing and will consider (IIin good faith) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal and incorporate any changes it reasonably deems appropriate to the amount of such excessPreliminary Closing Statement prior to the Closing. (b) Within sixty (60) days following after the Closing Date, Buyer shall, or shall prepare and cause the Company to, deliver to the Seller Representative: (i) a certificate statement (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s ) containing its calculation of the Net Working Capital Aggregate Closing Date Consideration and the Consideration Elements, and (including each component thereofii) (the “Modified Net Working Capital”). For purposes reasonable supporting detail of preparing the Statement, Buyer shall make a physical count all of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statementforegoing. Buyer shall provide such access not amend, supplement or modify the Statement following its delivery to the Seller (Representative, except in connection with attempting to resolve a Notice of Disagreement pursuant to Section 2.8(c). Buyer and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below Company acknowledge that no adjustments shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments made to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller Target Amount. (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the c) The Statement shall become final and binding upon the parties on all parties hereto and shall be deemed the thirtieth (30th) day following the date on which the Statement was delivered to be the Final Statement. In Seller Representative unless the event that Seller shall deliver Representative delivers written notice of its disagreement with the Statement (a Dispute “Notice of Disagreement”) to Buyer within prior to such 45-day perioddate. 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 the Aggregate Closing Date Consideration or the Consideration Elements not being calculated in accordance with the Balance Sheet Rules (to the extent applicable) or the other terms of this Agreement. If a Notice of Disagreement is received by Buyer in a timely manner, Seller then the Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (A) the date Buyer and their respective accountants the Seller Representative 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 fourteen (14)-day period following the delivery of a Notice of Disagreement, Buyer and the Seller Representative shall cooperate seek in good faith to resolve in writing any dispute(s) specified therein as promptly as possible, and any resolution by them as differences that they may have with respect to any matter the matters specified in the Dispute Notice of Disagreement, and all such discussions and communications related thereto shall (unless otherwise agreed by Buyer and the Seller Representative in writing) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If at the end of such fourteen (14)-day period Buyer and the Seller Representative have not resolved in writing the matters specified in the Notice of Disagreement, Buyer and the Seller Representative shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration, in accordance with the standards set forth in this Section 2.8, only matters that remain in dispute. The Accounting Firm shall be final and binding on the parties hereto. (c) If BDO USA, LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by Buyer and the Seller Representative in writing, and, Buyer and their respective accountants are unable the Seller Representative shall enter into a customary engagement letter with, and to resolve the extent necessary each party to this Agreement and its Affiliates will waive any conflicts with, the Accounting Firm at the time such dispute specified is submitted to the Accounting Firm and shall cooperate with the Accounting Firm in connection with its determination pursuant to this Section 2.8(c). Buyer and the Seller Representative shall use reasonable efforts to cause the Accounting Firm to render a Dispute Notice written decision resolving the matters submitted to the Accounting Firm within thirty (30) days of Seller’s delivery the receipt of such Dispute Notice, such dispute shall submission. The scope of the disputes to be resolved by a jointly selected Top Six the Accounting Firm (shall be limited to fixing mathematical errors and determining whether the “Independent items in dispute were determined in accordance with the Balance Sheet Rules and the other terms of this Agreement, and the Accounting Firm is not to make any other determination, including any determination as to whether the Working Capital Target Amount or Aggregate Closing Date Consideration Estimate are correct. The Accounting Firm”) retained ’s decision shall be based solely on written submissions by Seller and Buyer to resolve any remaining disputes between Buyer and the Seller specified in Representative and their respective representatives (a copy of which shall be delivered to Buyer or the Dispute NoticeSeller Representative, as applicable) and not by independent review and shall be final and binding on all of the parties hereto (absent manifest error). The Independent AccountingAccounting Firm may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. (i) The up-front engagement fees and expenses of the Accounting Firm incurred pursuant to this Section 2.8 in connection with any disputed Aggregate Closing Date Consideration or Consideration Elements shall initially be borne 50% by the Seller Representative, on the one hand, and 50% by Buyer, on the other hand, provided, all such fees, costs and expenses shall ultimately be borne in proportion to the final allocation made by such Accounting Firm of the disputed items weighted in relation to the claims made by the Seller Representative and Buyer, such that the prevailing party pays the lesser proportion of such fees, costs and expenses. For example, if the Seller Representative claims that the appropriate adjustments are $1,000 greater than the amount determined by Buyer and if the Accounting Firm ultimately resolves the dispute by awarding to the Seller Representative $300 of the $1,000 contested, then the fees, costs and expenses of the Accounting Firm will be allocated 30% (i.e., 300 ÷ 1,000) to Buyer and 70% (i.e., 700 ÷ 1,000) to the Seller Representative. (ii) For the avoidance of doubt, all fees, costs and expenses incurred by the parties in connection with resolving any dispute hereunder before the Accounting Firm has been engaged shall be borne by the party incurring such fee, cost or expense. (d) For the purposes of this Agreement, “Final Aggregate Closing Date Consideration” means the Aggregate Closing Date Consideration, as finally agreed or determined in accordance with Section 2.8(c).

Purchase Price Adjustment. The total aggregate consideration for the Shares purchased by Buyer from Seller shall be an amount equal to the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date (“Closing Date Adjusted Statutory Capital and Surplus”) in an amount up to $6,000,000 or, if required by applicable state insurance regulators an amount above $6,000,000, less a discount of $1,500,000, (the “Purchase Price”), provided that if state insurance regulators require Closing Date Adjusted Statutory Capital and Surplus in excess of $6,000,000 then Buyer shall have the option not to proceed with the transaction. “Adjusted Statutory Capital and Surplus” shall mean (1) the capital and surplus of the Company, determined in accordance with SAP, including statutory reserves and liabilities calculated (a) No later than five in accordance with the terms and conditions of the policies constituting the Business, including without limitation, actuarial assumptions that were reasonable in relation thereto, (5b) Business Days in accordance with applicable SAP and actuarial principles and practices applicable to the Company under Requirements of Laws, and were used in calculating statutory reserves and liabilities for the purposes of its most recent annual and quarterly statements filed with the California Insurance Department, consistently applied with prior periods. On the day prior to the anticipated Closing Date, Seller shall will determine and will deliver to Buyer a certificate (of the “Initial Closing Certificate”), executed by an executive chief financial officer of Seller, which shall set Seller and the Company setting forth a calculation by Seller of Seller’s good faith estimate determination of the Net Working Adjusted Statutory Capital (including each component thereof) (and Surplus of the “Estimated Net Working Capital”). On Company as of the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (calculated in accordance with the “Final Closing Certificate”), executed by an executive officer provisions of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificatethis Section 2.2, including without limitation, any adjustments attributable to changes in statutory reserves and liabilities as such statutory reserves and liabilities are shown on the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case Quarterly SAP Statement of the Initial Closing Certificate) Company as filed with the Business Day on which California Insurance Department for the Initial Closing Certificate is delivered by Seller quarter immediately prior to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, with true and complete copies of all work papers related thereto (B) following collectively, the conversion into pound sterling described in clause (A“Estimated Closing Date Adjusted Capital and Surplus”), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall will be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth based on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Estimated Closing Date Adjusted Capital and Surplus as set forth shown on the certificate of the chief financial officer of Seller and the Company (the “Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Date Purchase Price”). Within sixty (60) 90 days following after the Closing Date, the chief financial officer of Buyer shall prepare and deliver to Seller a certificate of the chief financial officer of Buyer setting forth Buyer’s determination of the Adjusted Statutory Capital and Surplus of the Company as of the Closing Date, calculated in accordance with the provisions of this Section 2.2 based upon actual SAP reserves and liabilities for insurance policies in force in the Company on the Closing Date, together with true and complete copies of all work papers related thereto (collectively, the “StatementFinal Closing Date Adjusted Statutory Capital and Surplus”). If, executed within 15 Business Days after receipt by an executive Seller of the certificate of the chief financial officer of Buyer of such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller agrees with such determination and so notifies Buyer, which or if Seller shall set forth fail to notify Buyer that it disagrees with such determination within such 15 Business Days, such determination shall be the Closing Date Adjusted Statutory Capital and Surplus. If Seller notifies Buyer within such 15 Business Days that Seller does not agree with such determination of the Final Closing Date Adjusted Statutory Capital and Surplus, Seller and Buyer shall in good faith for a period of 15 Business Days thereafter, attempt to negotiate a determination of the Closing Date Adjusted Statutory Capital and Surplus. If Buyer and Seller fail to resolve any disputed amounts within 30 days after Seller gives Buyer notice of any disputed amounts in the Buyer’s calculation of the Net Working Final Closing Date Adjusted Statutory Capital (including each component thereof) (and Surplus, Seller and Buyer will promptly engage the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, Accounting Firm to resolve any such disputed matters in accordance with the Agreed Principles. terms of this Agreement, and, in connection with such engagement, Buyer and Seller and its accountants (shall execute any engagement, indemnity and other representatives) agreements as the Accounting Firm may require as a condition to such engagement. The Accounting Firm’s engagement shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates limited to the Companyresolution of disputed amounts set forth in Buyer’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion calculation of the Final Statement, Buyer shall (Closing Date Adjusted Statutory Capital and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested Surplus that have been identified by Seller, within three (3) Business Days after Buyer receives which resolution shall be in accordance with this Agreement, and no other matter relating to the Final Closing Date Adjusted Statutory Capital and Surplus shall be subject to determination by the Accounting Firm except to the extent affected by resolution of the disputed amounts. In resolving any disputed item, the Accounting Firm shall not assign a request from Seller value to any item greater than the greatest value for such access, item claimed by either Party or less than the smallest value for such item claimed by either Party. The Parties agree that the adjustments contemplated by this Section are intended to show the change between the Final Closing Date Adjusted Statutory Capital and Surplus and Estimated Closing Date Adjusted Statutory Capital and Surplus and that such change can only be measured if such access each calculation is not provided to Seller (and done in a manner consistent with this Agreement. The Parties shall cooperate diligently with any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller reasonable request of the Statement during which Accounting Firm in an effort to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of resolve any disputed matter as soon as reasonably possible after the Accounting Firm is engaged. If possible, the decision of the Accounting Firm shall be made within 30 days after being engaged. The decision of the Accounting Firm shall be set forth in the Dispute Notice). If Seller fails a written statement delivered to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) Parties, absent fraud or manifest error. If Buyer the Accounting Firm’s designation of the Closing Date Adjusted Statutory Capital and Seller Surplus is equal to or greater than the amount of the Final Closing Date Adjusted Statutory Capital and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days Surplus determined by the chief financial officer of Seller’s delivery Buyer, the fees and expenses of such Dispute Notice, such dispute the Accounting Firm shall be resolved paid by a jointly selected Top Six Seller; if the Accounting Firm’s determination of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Final Closing Date Adjusted Statutory Capital and Surplus determined by the chief financial officer of Buyer, the fees and expenses of the Accounting Firm (shall be paid by Buyer. If the “Independent Accounting Firm”) retained Amount of the Closing Date Adjusted Statutory Capital and Surplus is greater than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Buyer shall pay the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Seller within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made; if the amount of the Closing Date Adjusted Statutory Capital and Surplus is less than the amount of the Estimated Closing Date Adjusted Statutory Capital and Surplus, Seller shall refund the difference, plus interest at the rate of six percent per annum from the Closing Date to the date of payment, to Buyer within ten Business Days after the determination of the Closing Date Adjusted Statutory Capital and Surplus is made. Failure by Seller and Buyer either party to resolve any remaining disputes between Buyer and Seller specified pay an amount due hereunder within such ten Business Day period shall result in the Dispute Notice. The Independent Accountingimposition of an interest rate on the amount due equal to the highest lawful rate per annum from the Closing Date to the date of payment.

Purchase Price Adjustment. (a) No later than five (5) Business Days days prior to the anticipated Closing Date, Seller shall deliver to Buyer a certificate (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at Seller will cause to be delivered to the Conversion Rate. The Pre-Adjusted Purchase Price payable at Purchaser a statement which sets forth the Closing shall be either (I) increased, if the Estimated Seller's estimate of Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal at immediately prior to the amount of such excess, or Effective Time (II) decreased, if the Reference Net "Estimated Closing Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excessCapital"). (b) With respect to the Purchase Price payable at Closing, the calculation of Closing Working Capital in Section 2.2(b) shall be made on the basis of, as applicable: (i) the amount (if any) by which the Estimated Closing Working Capital exceeds the Working Capital Target; or (ii) the amount (if any) by which the Working Capital Target exceeds the Estimated Closing Working Capital. (c) Within sixty (60) days following 30 Business Days after the Closing DateDate (or such other date as is mutually agreed to by the Seller and the Purchaser in writing), Buyer shall prepare and the Seller will deliver to Seller the Purchaser a certificate statement, prepared using the same accounting methods, policies, practices, and procedures as were used in the preparation of the balance sheet and income statement of the Acquired Corporation showing the calculation of the Purchase Price as of the Closing Date (the “"Final Closing Statement”), executed by an executive officer of Buyer") together with reasonably detailed documentation to support the calculations contained therein, which shall set forth Buyer’s sets forth, among other matters, the Seller's calculation of the Net Working Capital (including each component thereof) as at immediately prior to the Effective Time (the “Modified Net "Closing Working Capital”"). For purposes of preparing . (d) The Purchaser will permit the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (Representatives reasonable access to all relevant Books and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring Records of the Inventory Count shall limit, impair Acquired Corporation necessary or otherwise preclude Seller’s right desirable to dispute any aspect of permit the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until its Representatives to prepare, verify, and assess the completion Final Closing Statement. (e) Within 15 Business Days after receipt of the Final Closing Statement, Buyer shall the Purchaser will notify the Seller in writing (such writing, an "Objection Notice") if the Purchaser believes that there were any inaccuracies in the preparation of the Final Closing Statement that require an adjustment of the Purchase Price, as calculated based on the information contained in the Final Closing Statement (subject to the Holdback Amount pursuant to Section 2.4 and Buyer shall cause as adjusted pursuant to this Section 2.10, the Company to) provide "Final Purchase Price"). The Objection Notice must set forth the Purchaser's calculation of the Final Purchase Price correcting for any inaccuracies and differences contained therein and must contain reasonably detailed documentation to support the calculations contained in the Objection Notice. If an Objection Notice is timely made, within two Business Days of the date of such Objection Notice, the Seller and any accountants (and other representativesor the Purchaser, as applicable pursuant to Section 2.10(h) of Seller with access this Agreement, shall effect the transfer of an amount in cash in immediately available funds as may be necessary to (and to examine and make copies of), at all reasonable times, reflect the properties, books, records and work papers undisputed portion of the Companychanges in the Purchase Price in the Final Closing Statement, Buyer and its accountants, and personnel together with interest thereon computed at 5.0% per annum on the basis of Buyer and/or a 365-day year. If no Objection Notice is received on or before the Company (and Buyer shall cause last day of such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-15 Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Final Closing Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments delivered to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties heretoParties. (cf) The calculation of the Final Purchase Price shall be made on the basis of, as applicable: (i) the amount (if any) by which the Closing Working Capital exceeds the Estimated Closing Working Capital; or (ii) the amount (if any) by which the Estimated Closing Working Capital exceeds the Closing Working Capital. (g) If Buyer the Purchaser and the Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice all of their disagreements with respect to the Final Purchase Price and the Final Closing Statement within thirty (30) days 20 Business Days following the Purchaser's receipt of Seller’s delivery of such Dispute the Objection Notice, such dispute the Purchaser and the Seller shall promptly appoint Gxxxx Xxxxxxxx LLP, at its office in Toronto, Ontario, or some other accountant as may be resolved mutually agreed to in writing by a jointly selected Top Six Accounting Firm the Purchaser and the Seller (the “"Independent Accounting Firm”Accountant") retained by Seller to determine whether and Buyer to resolve any what extent the Final Purchase Price requires adjustment based only on the remaining disputes between Buyer and Seller specified in the Dispute Noticedisagreements submitted to such firm. The Independent AccountingAccountant shall be instructed to deliver a written determination to the Purchaser and the Seller resolving the disputed items within 10 Business Days of engagement, to the extent reasonably practicable. The determination of the Independent Accountant shall be final and binding on the Parties hereto and their respective Affiliates. In the event that the Independent Accountant's determination is that the Seller is to provide an adjustment in favour of the Purchaser of $5,000 or greater, the fees and disbursements of the Independent Accountant shall be paid by the Seller; otherwise, the fees and disbursements of the Independent Accountant shall be paid by the Purchaser. The Purchaser and the Seller shall make readily available to such firm all relevant Books and Records and any work papers (including those of the Parties' respective accountants, to the extent permitted by such accountants) relating to the Final Closing Statement, the Closing Working Capital, and all other items reasonably requested by the Independent Accountant. (h) After the Final Closing Statement has become final and binding on the Parties, the Purchaser will promptly pay to the Seller (if positive), and the Seller will promptly pay to the Purchaser the absolute value (if negative), of: (i) the Final Purchase Price; minus (ii) the Purchase Price paid at Closing; minus (if paid in accordance with Section 2.10(e) by the Purchaser) or plus (if paid in accordance with Section 2.10(e) by the Seller) (iii) if applicable, the amount of any changes in the Purchase Price paid in accordance with this Section 2.10, if any (the absolute value of such formula being referred to herein as the "Correction Amount"), in cash, in immediately available funds to an account designated by the Seller or the Purchaser, respectively; plus (iv) a payment of interest on such Correction Amount for the period from and including the Closing Date to but excluding the date of payment of such Correction Amount at a rate of 5.0% per annum on the basis of a 365-day year.

Purchase Price Adjustment. (a) No later than five fifteen (515) Business Days prior to the anticipated Closing Date, Seller Holdco shall deliver to Buyer Pubco a written certificate certified by the Chief Financial Officer of Holdco (the “Initial Estimated Closing Certificate”), executed by an executive officer of Seller, which shall set setting forth (i) a calculation by Seller of Seller’s good faith estimate of the Net Working Capital Holdco Cash and each component thereof (which estimate is subject to Pubco’s approval), (ii) a good faith estimate of Holdco Indebtedness (which estimate is subject to Pubco’s approval) and each component thereof as of immediately prior to the First Effective Time (“Estimated Holdco Debt”), (iii) a good faith estimate of the Outstanding Holdco Transaction Expenses (which estimate is subject to Pubco’s approval) and each component thereof (“Estimated Outstanding Holdco Transaction Expenses”), and (iv) a consolidated balance sheet of Holdco, estimated as of 12:01 a.m. Eastern time on the Closing Date, from which such estimates were calculated. (b) From and after delivery of the Estimated Closing Certificate and through the Closing Date, (i) Holdco shall promptly provide Pubco updates to the Estimated Closing Certificate to reflect any changes thereto (including each any component thereof) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the revised to reflect any such updates is hereinafter referred to as an “Final Updated Estimated Closing Certificate”), executed and (ii) Pubco shall have the right to review and comment on such calculations and estimates, Holdco shall consider in good faith any such comments made by an executive officer of SellerPubco, which and Holdco and Pubco shall set forth an updated calculation cooperate with each other through the Closing Date and use good faith efforts to resolve any differences regarding the calculations and estimates contained in the Estimated Closing Certificate or any Updated Estimated Closing Certificate (and any updates or revisions as may be agreed by Seller Holdco and Pubco shall be included in any Updated Estimated Closing Certificate). Holdco shall, and shall cause its Representatives to, (x) reasonably cooperate with Pubco and its Representatives to the extent related to Pubco’s review of the Estimated Net Working Capital (including each component thereof) to reflect Closing Certificate and any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Updated Estimated Closing Certificate and the Statement, calculations and estimates contained therein (iincluding engaging in good faith discussion related thereto) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in provide access to personnel, books, records and other information during normal business hours to the case extent related to the review of the Final Estimated Closing Certificate and any Updated Estimated Closing Certificate and reasonably requested by Pubco or its Representatives in connection with such review; provided, that such access shall not unreasonably interfere with the Statementbusiness of Holdco. Notwithstanding the foregoing, no disagreements regarding the contents of the Updated Estimated Closing Certificate shall prevent or delay the Closing unless the amount in dispute exceeds $750,000 (the “Dispute Threshold”). (c) In the case that both (i) Pubco and Holdco fail to reach an agreement with respect to the Estimated Closing Certificate one (1) Business Day preceding prior to the Closing Date, and (Bii) following the conversion into pound sterling described any amounts remaining in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate dispute (the “StatementDisputed Amounts”)) exceed the Dispute Threshold, executed then the obligation to Close shall be temporarily suspended and such Disputed Amounts shall be submitted for resolution to the office of an impartial nationally recognized firm of independent certified public accountants appointed by an executive officer agreement of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) Pubco and Holdco (the “Modified Net Working CapitalIndependent Accountants”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants Promptly (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives Days) following the appointment of the Independent Accountants, Pubco shall deliver to the Independent Accountants a request from Seller for such accesswritten statement of Pubco’s objections to the Estimated Closing Certificate or, and if such access is not applicable, the latest Updated Estimated Closing Certificate, provided to Seller (and any accountants Pubco prior to the Closing, setting forth in reasonable detail each disputed item or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute amount and the basis for Pubco’s disagreement therewith (the “Statement of Objections”). The Independent Accountants, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Modified Net Working Capital Estimated Closing Certificate or, if applicable, the latest Updated Estimated Closing Certificate, that Seller believes should be madeHoldco provided to Pubco prior to the Closing. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters The parties hereto agree that are specified in such Dispute Notice all adjustments shall be deemed made without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in dispute the Estimated Closing Certificate or the latest Updated Estimated Closing Certificate, as applicable, and all the Statement of Objections, respectively. The Independent Accountants shall make a determination as soon as practicable within 10 days (or such other matters time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Estimated Closing Certificate or the latest Updated Estimated Closing Certificate, as applicable, shall be final conclusive and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If Buyer . The fees and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days expenses of Seller’s delivery of such Dispute Notice, such dispute the Independent Accountants shall be resolved borne equally by a jointly selected Top Six Accounting Firm (Pubco, on the “Independent Accounting Firm”) retained by Seller one hand, and Buyer to resolve any remaining disputes between Buyer and Seller specified in Holdco, on the Dispute Notice. The Independent Accountingother hand.

Purchase Price Adjustment. The Stock Purchase Price shall be subject to adjustment as specified in this Section 2.6. (a) No As soon as practicable following the Closing Date, and in no event later than five 60 days following the Closing Date, Seller shall deliver to Buyer an accurate and correct copy of a balance sheet of First Re as of the close of business on the Business Day immediately preceding the Closing Date (5) Business Days prior to the anticipated "Closing Balance Sheet"), together with a report thereon of Deloitte & Touche LLP, independent accountants for Seller ("Seller's Accountants"), stating that the Closing Balance Sheet fairly presents the consolidated financial position of First Re as of such date in accordance with GAAP. In no event later than 50 days following the Closing Date, Seller shall deliver to Buyer a certificate substantially complete draft of the Closing Balance Sheet. (b) Utilizing the “Initial Closing Certificate”Balance Sheet and subject to the other provisions of this Section 2.6(b), executed by an executive officer the "Book Value" of SellerFirst Re shall equal the excess of total Tangible Assets over total liabilities reflected on the Closing Balance Sheet. If the Closing Balance Sheet includes a valuation allowance against deferred income taxes and such valuation allowance exists because the consolidated financial statements of Seller at December 31, which 1997 contain a similar valuation allowance, then the valuation allowance of First Re on the Closing Balance Sheet shall set forth a calculation by Seller be excluded for the purpose of Seller’s good faith estimate determining Book Value, subject to the provisions of Section 2.6(c). Further, the Book Value shall be adjusted to exclude the value of any shares of the Net Working Capital (including each component thereof) (the “Estimated Net Working Capital”). On capital stock of Homestead owned by First Re as of the Business Day prior to immediately preceding the anticipated Closing Date, . Seller shall deliver to Buyer an updated Initial Buyer, simultaneously with the delivery of the Closing Certificate (Balance Sheet, a certificate of the “Final Closing Certificate”), executed by an executive chief financial officer of Seller, Seller which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in includes the calculation of Book Value and certifies that such calculation has been made in accordance with the procedures set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes this Section 2.6(b). (c) Except as otherwise provided in the applicable exchange rates. For purposes of preparing the Initial Closing Certificatethis Section 2.6(c), the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case calculation of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is Book Value delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increasedfinal, if binding and conclusive on the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth parties hereto. Buyer may dispute any amounts reflected on the Closing Schedule, by an amount equal Balance Sheet to the amount extent that the net effect of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth disputed amounts in the Final Closing Certificate, by an amount equal aggregate would be to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right cause Book Value to be physically present during, participate in and monitor the Inventory Countless than $35 million; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide notify Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in each disputed item, specifying the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed amount thereof in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of setting forth, in detail, the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within basis for such 45-day period or if Seller dispute, at any time during the 20 days immediately following the date on which Seller delivered to Buyer the Closing Balance Sheet; and provided, further, that Buyer may not dispute any amount reflected on the Closing Balance Sheet to the extent such 45-day period notifies Buyer amount was calculated on the same basis as used in writing that Seller agrees preparing the First Re 1996 Balance Sheet, if the amount set forth on the First Re 1996 Balance Sheet was determined by Seller's Accountants to have been calculated in accordance with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final StatementGAAP. In the event that Seller of such a dispute, accountants designated by Buyer ("Buyer's Accountants") and Seller's Accountants shall deliver a Dispute Notice attempt to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve reconcile any dispute(s) specified therein as promptly as possibledisputed amounts, and any resolution by them as to any matter specified in the Dispute Notice such amounts shall be final final, binding and binding conclusive on the parties hereto. (c) parties. If Buyer's Accountants and Seller's Accountants are unable to reach a resolution with respect to any disputed amount within 10 Business Days following Buyer's written notice of dispute to Seller, Buyer's Accountants and Seller's Accountants shall submit for resolution the amounts remaining in dispute to a nationally recognized independent public accounting firm mutually acceptable to Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “"Independent Accounting Firm”) retained by "), as an expert and not an arbitrator, which shall, within 30 Business Days of such submission, determine and report to Seller and Buyer to resolve any upon such remaining disputes disputed amounts, and such report shall be final, binding and conclusive on Seller and Buyer. The fees and disbursements of the Independent Accounting Firm shall be allocated between Buyer and Seller specified in the Dispute Noticesame proportion that the aggregate amount of such remaining disputed amounts so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted. (i) If the final determination of Book Value exceeds $35,000,000, the amount of such excess shall be added to the Stock Purchase Price; and (ii) If the final determination of Book Value is less than $35,000,000, the amount of such deficiency shall be deducted from the Stock Purchase Price. (e) Within five Business Days after the final determination of Book Value: (i) if the final determination of Book Value exceeds $35 million, (A) subject to Section 2.9(a), Buyer and Seller shall jointly instruct the Escrow Agent to promptly deliver to Seller the certificate representing the Section 2.6 Shares and (B) Buyer shall issue to Seller that number of shares of Convertible Preferred Stock equal to (x) the Adjusted Excess Amount (as defined below) divided by (y) 1,000. The Independent AccountingFor purposes of this Section 2.6(e)(i), "Adjusted Excess Amount" shall be equal to (I) the amount by which the Book Value exceeds $35 million divided by (II).81; or (ii) if the final determination of Book Value is less than $35 million (the "Book Value Deficiency"), subject to Section 2.8(b)(i), Buyer and Seller shall jointly instruct the Escrow Agent, pursuant to the terms of the First Escrow Agreement, to promptly deliver to the Transfer Agent the certificate representing the Section

Purchase Price Adjustment. (a) No later than five (5) Business Days prior Seller previously has delivered to Purchaser unaudited balance sheet of the anticipated Closing DateSeller as of December 31, Seller shall deliver to Buyer a certificate 1995 (the “Initial Closing Certificate”"Balance Sheet Date"), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital is attached hereto as Schedule 3.2 (including each component thereofa) (the “Estimated Net Working Capital”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller book value of the Estimated Net Working Capital (including each component thereof) to reflect any changes Assets included in such balance sheet less the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case book value of the Initial Closing Certificate) Assumed Obligations included in such balance sheet is hereinafter referred to as the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A"Base Date Net Asset Value"), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) 45 days following the Closing Date, Buyer Seller shall prepare and deliver to Purchaser a balance sheet of the Seller a certificate as of the Closing Date (the “Statement”"Closing Date Balance Sheet"), executed by an executive officer of Buyer, which shall set forth Buyer’s together with a calculation of the book value of the Assets and Assumed Obligations determined on the same basis as the December 31, 1995 balance sheet (such book value of such Assets less such book value of such Assumed Obligations is hereinafter referred to as the "Closing Date Net Working Capital (including each component thereof) (the “Modified Net Working Capital”Asset Value"). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller Purchaser and its accountants (and other representatives) representatives shall have the right to be physically present duringreview all work papers and procedures used to prepare the December 31, participate in 1995, balance sheet and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring Closing Date Balance Sheet and the calculation of the Inventory Count Base Date Net Asset Value and Closing Date Net Asset Value and shall limit, impair or otherwise preclude Seller’s have the right to dispute perform any aspect other reasonable procedures necessary to verify the accuracy thereof. Unless Purchaser, within 20 days after delivery to Purchaser of the Statement (including any aspect Closing Date Balance Sheet, notifies Seller in writing that it objects to either the December 31, 1995, balance sheet or the Closing Date Balance Sheet or the calculation of Base Date Net Asset Value or the Closing Date Net Asset Value, and specifies the basis for such objection, the December 31, 1995, balance sheet and Closing Date Balance Sheet and calculation of the Statement that relates Base Date Net Asset Value and Closing Date Net Asset Value shall become final and binding upon the parties for purposes of this Agreement. If Purchaser and Seller are unable to resolve such objections within 10 days after any such notification has been given, the dispute shall be submitted to a nationally recognized public accounting firm mutually agreed upon by Purchaser and Seller). Such accounting firm shall make a final and binding determination as to the Company’s inventorymatter or matters in dispute. Purchaser and Seller 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. (c) or constitute a waiver of any such right. For the purposes of preparing the Statementcomparison of the Base Date Net Asset Value to the Closing Date Net Asset Value, no effect shall be given to any new accounting pronouncements that may be issued following changes during such period to amounts of depreciation or amortization. (d) Within 10 days after the Closing Date. After Date Net Asset Value has been finally determined, to the date that Buyer delivers extent the Statement to Seller difference, if any, between the Base Date Net Asset Value and until the completion of the Final StatementClosing Date Net Asset Value exceeds $10,000, Buyer such difference shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access be paid by Purchaser to Seller (if the Closing Date Net Asset Value exceeds the Base Date Net Asset Value) or by Seller to Purchaser (if the Base Date Net Asset Value exceeds the Closing Date Net Asset Value). Such payment shall be by certified or bank check, and any accountants or other representatives shall include simple interest on such amount at a rate per annum equal to 10% commencing on the Closing Date and continuing until the date of Seller), including by providing to Seller copies of any books, records and/or work papers requested by full payment hereunder. (e) Purchaser and Seller, within three (3) Business Days after Buyer receives a request from Seller for such accessin the aggregate, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3each shall bear one-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller half of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statementfees, which Dispute Notice shall set forth a description costs and expenses of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller accounting firm retained under subsection (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith d) to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties heretodispute. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting

Purchase Price Adjustment. (a) No later less than five (5) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a certificate Purchaser an unaudited balance sheet of the Company and its Subsidiaries based on the prior month’s ending balance sheet (the “Initial Estimated Closing CertificateDate Balance Sheet”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of together with Seller’s good faith estimate estimation of the Net Working Capital (including each component thereof) Equity as of the anticipated Closing Date (the “Estimated Net Working CapitalEquity”). On If, during Seller’s preparation of the Estimated Closing Date Balance Sheet, Seller determines that the Estimated Net Equity is reasonably likely to exceed the Target Net Equity by more than $5,000,000 without giving effect to any cash that has not been distributed out of the Company as a result of any paid up capital issues or restrictions, Seller shall deliver, no less than ten Business Day Days prior to the anticipated Closing Date, to Purchaser a draft of the Estimated Closing Date Balance Sheet and a draft of the calculation of the Estimated Net Equity, together with such documents, schedules, analyses, working papers and other materials used by Seller in its preparation of the Estimated Closing Date Balance Sheet and the Estimated Net Equity, and shall cooperate with Purchaser in its review thereof. To the extent that a draft of the Estimated Closing Date Balance Sheet is delivered to Purchaser pursuant to the immediately preceding sentence, in determining such estimates, Seller shall consider in good faith any comments or concerns raised by Purchaser in connection with the draft Estimated Closing Date Balance Sheet and the draft of the calculation of the Estimated Net Equity. The Estimated Closing Date Balance Sheet shall be prepared in accordance with GAAP on a basis consistent with the preparation of the Financial Statements as set forth in Section 2.3(a) of the Seller Disclosure Schedule and the Estimated Net Equity shall be calculated using the procedures set forth in Section 2.3(a) of the Seller Disclosure Schedule. The amount to be paid on the Closing Date (the “Estimated Purchase Price”) will be equal to the Purchase Price (i) plus the amount by which the Estimated Net Equity exceeds the Target Net Equity or (ii) minus the amount by which the Target Net Equity exceeds the Estimated Net Equity. (b) As promptly as practicable, and in any event within 60 days after the Closing Date, Seller shall at its expense prepare and deliver to Buyer Purchaser an updated Initial Closing Certificate unaudited balance sheet of the Company and its Subsidiaries (the “Closing Date Balance Sheet”) as of the close of business on the Closing Date setting forth its calculation of the Net Equity of the Company as of the Closing Date (such Net Equity as finally determined in accordance with this Section, the “Final Closing CertificateNet Equity”), executed by an executive officer of together with Seller, which shall set forth an updated ’s final calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes Final Purchase Price. The Closing Date Balance Sheet shall be prepared in accordance with GAAP on a basis consistent with the calculation preparation of the Financial Statements, except as set forth in Section 2.3(a) of the Initial Closing Certificate, including without limitation, any adjustments attributable to changes Seller Disclosure Schedule and the Final Net Equity and Final Purchase Price shall be calculated using the procedures and methodologies set forth in Section 2.3(a) of the applicable exchange ratesSeller Disclosure Schedule. For purposes of preparing this Agreement, “Final Purchase Price” means the Initial Closing Certificate, dollar amount resulting from the Final Closing Certificate and sum of the Statement, Purchase Price (i) any Current Assets plus the amount by which the Final Net Equity exceeds the Target Net Equity or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at minus the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in amount by which the Target Net Equity exceeds the Final Net Equity, as the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excessmay be. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statement, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting

Purchase Price Adjustment. (a) No later than five (5) Business Days prior to On the anticipated business day immediately preceding the Closing Date, Seller shall prepare and deliver to Buyer a certificate 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 “Initial Closing Certificate”"Interim Period Cash Flow"), executed detailing all such amounts by an executive officer category of Sellerpayment (the "Cash Flow Statement"). PRGI shall be entitled to reimbursement, which shall set forth a calculation by Seller of Seller’s good faith estimate at Closing, of the Net Working Capital (including each component thereof) (Interim Period Cash Flow, plus the “Estimated Net Working Capital”). On following cash payments made in respect of the Business Day prior during the period from and including the Effective Date to and including the anticipated day immediately preceding the Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, : (i) the amount, if any, by which disbursements to Seller during said period exceed the amount of any Current Assets cash or Current Liabilities that are denominated cash equivalents in pound sterling shall be converted into United States dollars at the Conversion Rate Business as of the close of business on August 31, 1998 and (ii) any Current Assets or Current Liabilities that are denominated amounts paid during the period from and including the Effective Date to and including the Closing Date in any currency other than United States dollars or pound sterling shall respect of the following liabilities: (A) Seller Transaction Expenses, (B) non-trade payables (meaning those not directly related to the Business to be converted into pound sterling at acquired by PRGI pursuant hereto), (C) non-trade accrued expenses (meaning those not directly related to the exchange rate set forth for such conversion in “The Wall Street Journal” dated Business to be acquired by PRGI pursuant hereto), (xD) (in the case commissions payable as of the Initial Closing CertificateEffective 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 of Seller directly relating to the Business Day to be acquired by PRGI incurred on which or after the Initial Closing Certificate is delivered by Seller Effective Date or advances made to Buyer and (y) (in Associates or Employees on or after the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Effective Date), and (BF) following all amounts owed to Persons other than Seller (except for normal trade payables directly relating to the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall Business to be either (I) increased, if the Estimated Net Working Capital as set forth acquired by PRGI pursuant hereto incurred in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount ordinary course of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a certificate (the “Statement”), executed by an executive officer of Buyer, which shall set forth Buyer’s calculation of the Net Working Capital (including each component thereofbusiness) (collectively the “Modified Net Working Capital”). For purposes of preparing the Statement"Interim Period Reimbursable Liabilities," which, Buyer shall make a physical count of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance together with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present duringInterim Period Cash Flow, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by herein as the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result of the resolution of any disputed matter set forth in the Dispute Notice"Reimbursable Cash"). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties hereto. (c) If Buyer and Seller and their respective accountants are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Seller’s delivery of such Dispute Notice, such dispute shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained by Seller and Buyer to resolve any remaining disputes between Buyer and Seller specified in the Dispute Notice. The Independent Accounting

Purchase Price Adjustment. (a) No later The Purchase Price is premised upon CEM and CPI having as of the Closing Date and delivering to Buyer an aggregate Working Capital of Zero Dollars ($0) (the “Working Capital Amount”). Accordingly, the Purchase Price shall be (i) increased by the amount, if any, by which the aggregate Working Capital of CEM and CPI as of the Closing Date is greater than the Working Capital Amount, or (ii) decreased by the amount, if any, by which the aggregate Working Capital of CEM and CPI as of the Closing Date is less than the Working Capital Amount. Any such adjustment to the Purchase Price shall be effected in accordance with this Section 3.3 (the “Adjustment”). (b) Seller agrees to prepare and deliver to Buyer at least five (5) Business Days prior to the anticipated Closing Date an unaudited consolidated balance sheet and income statement for each of CEM and CPI reflecting the financial condition of each of CEM and CPI as of the most recent month end prior to the Closing Date, Seller shall deliver together with a statement setting forth (i) the estimated aggregate Working Capital of CEM and CPI as of the Closing Date and (ii) the Adjustment, if any, pursuant to Buyer a certificate clauses (i) and (ii) of Section 3.3(a), above (the “Initial Closing Certificate”), executed by an executive officer of Seller, which shall set forth a calculation by Seller of Seller’s good faith estimate of the Net Working Capital (including each component thereof) (the “Estimated Net Working CapitalStatement”). On the Business Day prior to the anticipated Closing Date, Seller shall deliver to Buyer an updated Initial Closing Certificate (the “Final Closing Certificate”), executed by an executive officer of Seller, which shall set forth an updated calculation by Seller of the Estimated Net Working Capital (including each component thereof) to reflect any changes in the calculation set forth in the Initial Closing Certificate, including without limitation, any adjustments attributable to changes in the applicable exchange rates. For purposes of preparing the Initial Closing Certificate, the Final Closing Certificate and the Statement, (i) any Current Assets or Current Liabilities that are denominated in pound sterling shall be converted into United States dollars at the Conversion Rate and (ii) any Current Assets or Current Liabilities that are denominated in any currency other than United States dollars or pound sterling shall (A) be converted into pound sterling at the exchange rate set forth for such conversion in “The Wall Street Journal” dated (x) (in the case of the Initial Closing Certificate) the Business Day on which the Initial Closing Certificate is delivered by Seller to Buyer and (y) (in the case of the Final Closing Certificate and the Statement) one (1) Business Day preceding the Closing Date, and (B) following the conversion into pound sterling described in clause (A), converted into United States dollars at the Conversion Rate. The Pre-Adjusted Purchase Price payable at the Closing shall be either (I) increased, if the Estimated Net Working Capital as set forth in the Final Closing Certificate exceeds the Reference Net Working Capital as set forth on the Closing Schedule, by an amount equal to the amount of such excess, or (II) decreased, if the Reference Net Working Capital as set forth on the Closing Schedule exceeds the Estimated Net Working Capital as set forth in the Final Closing Certificate, by an amount equal to the amount of such excess. (b) Within sixty (60) days following after the Closing Date, Buyer shall prepare and deliver to Seller an unaudited consolidated balance sheet and income statement reflecting the financial condition of each of CEM and CPI as of the Closing Date, together with a certificate statement setting forth (i) the aggregate Working Capital of CEM and CPI as of the Closing Date and (ii) the Adjustment, if any, pursuant to clauses (i) and (ii) of Section 3.3(a) above (the “Closing Statement”), executed by an executive officer of Buyer, which . The Initial Closing Statement and the Closing Statement shall set forth Buyer’s calculation be prepared in a manner consistent with the application of the Net Working Capital (including each component thereof) (the “Modified Net Working Capital”). For purposes of preparing the Statementaccounting principles, Buyer shall make a physical count practices and procedures of the Company’s inventory (including raw materials inventory, work-in-process, tooling and finished goods) located at the Facility (the “Inventory Count”), as of the Measurement Time, in accordance with the Agreed Principles. Seller and its accountants (and other representatives) shall have the right to be physically present during, participate in and monitor the Inventory Count; provided, however, that neither Seller’s (or any of its accountants’ or representatives’) presence at, participation in, nor monitoring of the Inventory Count shall limit, impair or otherwise preclude Seller’s right to dispute any aspect of the Statement (including any aspect of the Statement that relates to the Company’s inventory) or constitute a waiver of any such right. For purposes of preparing the Statement, no effect shall be given to any new accounting pronouncements that may be issued following the Closing Date. After the date that Buyer delivers the Statement to Seller and until the completion of the Final Statement, Buyer shall (and Buyer shall cause the Company to) provide Seller and any accountants (and other representatives) of Seller with access to (and to examine and make copies of), at all reasonable times, the properties, books, records and work papers of the Company, Buyer and its accountants, and personnel of Buyer and/or the Company (and Buyer shall cause such personnel to cooperate and work in good faith with Seller), for purposes of reviewing the Statement and agreeing upon a Final Statement. Buyer shall provide such access to Seller (and any accountants or other representatives of Seller), including by providing to Seller copies of any books, records and/or work papers requested by Seller, within three (3) Business Days after Buyer receives a request from Seller for such access, and if such access is not provided to Seller (and any accountants or other representatives of Seller) within such 3-Business Day period, then the 45-day period referred to below shall be extended by the number of days it takes Buyer to provide such access in excess of such 3-Business Day period. Seller shall have forty-five (45) days after delivery to Seller of the Statement during which to notify Buyer in writing (a “Dispute Notice”) of any dispute of any item contained in the Statement, which Dispute Notice shall set forth a description of the dispute Financial Statements and the adjustments to the Modified Net Working Capital that Seller believes should be made. If Seller does deliver a Dispute Notice during such 45-day period, then only those matters that are specified in such Dispute Notice shall be deemed in dispute and all other matters shall be final and binding upon Buyer and Seller (other than those matters that change as a result provisions of the resolution of any disputed matter set forth in the Dispute Notice). If Seller fails to deliver a Dispute Notice to Buyer within such 45-day period or if Seller at any time during such 45-day period notifies Buyer in writing that Seller agrees with the Statement, then the Statement shall become final and binding on all parties hereto and shall be deemed to be the Final Statement. In the event that Seller shall deliver a Dispute Notice to Buyer within such 45-day period, Seller and Buyer and their respective accountants shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any matter specified in the Dispute Notice shall be final and binding on the parties heretothis Agreement. (c) If the Initial Closing Statement sets forth an aggregate Working Capital of CEM and CPI greater than the Working Capital Amount and a corresponding upward adjustment to the Purchase Price, then the Purchase Price payable on the Closing Date shall be increased by an amount equal to such Adjustment. If the Initial Closing Statement sets forth the aggregate Working Capital of CEM and CPI less than the Working Capital Amount and a corresponding downward adjustment to the Purchase Price, then the Purchase Price payable on the Closing Date shall be decreased by an amount equal to such Adjustment. If the aggregate Working Capital of CEM and CPI as set forth on the Closing Statement is different than that included on the Initial Closing Statement, then (i) to the extent that the Working Capital on the Closing Statement is greater than the Working Capital on the Initial Closing Statement, Buyer shall pay to Seller an amount equal to the absolute value of such difference, and (ii) to the extent that the Working Capital on the Closing Statement is less than the Working Capital on the Initial Closing Statement, Seller shall pay to Buyer an amount equal to the absolute value of such difference, subject to Section 3.3(d) below. In each case, such payment shall be made in cash in immediately available funds within twenty (20) days after the date the Closing Statement becomes final under Section 3.3(d). The Purchase Price shall be deemed to be increased or decreased (as the case may be) by the amounts calculated under this Section 3.3(c). The Parties agree that for Income Tax and all other Tax purposes, the Parties shall and shall cause their Affiliates to calculate and timely report such increase or decrease with respect to CPI and CEM on a separate entity basis. The Parties shall promptly agree upon revisions to all of the allocations prepared pursuant to Section 6.9(a) to reflect such increase or decrease, and the Parties shall and shall cause their Affiliates to not take a position on any Tax Return, with any Tax authority, or otherwise that is inconsistent with such calculations and revised allocations, except to the extent specifically required pursuant to this Agreement. (d) Each Party shall make available to the other Party its work papers used to prepare its respective closing statement, and shall cooperate with the other Party in connection with the preparation thereof. Seller shall notify Buyer in writing within twenty (20) days after receipt by Seller of the Closing Statement of any objection to the items set forth therein, which notice shall include a reasonably detailed explanation of the reasons for each objection by Seller (an “Objection Notice”), provided, that the Seller may only object to the items contained in the Closing Statement to the extent any such item was not prepared in accordance with this Agreement or contains mathematical errors. Any item not so objected to by Seller shall be conclusively deemed to have been approved by Seller and shall be conclusive and binding upon the Parties. If the Parties are unable to resolve such dispute within thirty (30) days after the date of receipt by Seller of the Closing Statement, then Buyer and Seller shall agree upon and designate an Independent Accounting Firm (the “Designated Independent Accounting Firm”) and the Designated Independent Accounting Firm shall, within fifteen (15) days of its appointment, make a final and binding determination solely of the matters that remain in dispute and were properly included in the Objection Notice, and, based on such resolution, a final and binding determination of the Adjustment amount, if any. If Buyer and Seller are unable to agree upon a Designated Independent Accounting Firm, then each of the Buyer and Seller shall designate one Independent Accounting Firm and the two Independent Accounting Firms so selected shall, within ten (10) days after the date on which the later of the two Independent Accounting Firms are appointed, appoint a third Independent Accounting Firm (the “Third Independent Accounting Firm”) and the Third Independent Accounting firm shall, within fifteen (15) days of its appointment, make a final and binding determination solely of the matters that remain in dispute and were properly included in the Objection Notice, and, based on such resolution, a final and binding determination of the Adjustment amount, if any. The Designated Independent Accounting Firm or the Third Independent Accounting Firm, as the case may be, shall act on the following basis: such Independent Accounting Firm shall act as an expert and not as an arbitrator; its terms of reference shall be to determine the appropriate Adjustment within fifteen (15) days of its appointment, having strict regard to the application of the terms of this Agreement to the same (and, for the avoidance of doubt, disregarding other means of calculating the same, to the extent that such means are inconsistent with or not provided for in this Agreement); Buyer and Seller shall each provide such Independent Accounting Firm with all such information as it reasonably requires and the Independent Accounting Firm shall base its decision solely on such written submissions by Buyer and Seller and their respective accountants are unable to resolve representatives; such Independent Accounting Firm shall not hold any dispute specified in hearings, hear any oral testimony or otherwise seek or require any other evidence and it may not assign a Dispute Notice within thirty (30) days of Seller’s delivery value greater than the greatest value for such item claimed by either Party or smaller than the smallest value for such item claimed by either Party. The final written determination of such Dispute Notice, such dispute Independent Accounting Firm shall (in the absence of fraud or manifest error) be conclusive and binding on the Parties. The Independent Accounting Firms shall not have the power to amend or modify any terms of this Agreement. The costs of the Independent Accounting Firms shall be resolved by a jointly selected Top Six Accounting Firm (the “Independent Accounting Firm”) retained borne pro rata by Seller and Buyer in proportion to resolve the difference between the Designated Independent Accounting Firm’s or the Third Independent Accounting Firm’s, as the case may be, final determination of any remaining disputes between Adjustment amount and each of Buyer’s and Seller’s determination of such Adjustment amount. For example, if Buyer calculated an Adjustment amount of $100,000, Seller calculated an Adjustment amount of $50,000 and the Designated Independent Accounting Firm or the Third Independent Accounting Firm, as the case may be, calculated an Adjustment amount of $60,000, Buyer would pay that portion of the Independent Accounting Firms’ fees determined by dividing $40,000 ($100,000 - $60,000) by $50,000 ($100,000 - $50,000) (i.e., 80%) and Seller specified would pay the remaining 20% of such fees. (e) Any disputed amounts or any amounts not paid within five (5) days of when due and owing, plus interest thereon at the Default Interest Rate which shall have accrued from the due date until the date of payment, shall be paid in accordance with Section 3.3(c) above within ten (10) days after the date the Designated Independent Accounting Firm or the Third Independent Accounting Firm, as the case may be, provides to both Parties its final written determination pursuant to Section 3(d) above. In addition, any amount not paid within ten (10) days of when due if not disputed in accordance with Section 3.3(d) above shall accrue interest at the Default Interest Rate. (f) Each of the Parties agrees and undertakes to the other to provide all reasonable access, necessary data and information, and to assist in the Dispute Notice. The Independent Accountingcalculations referred to in this Section 3.3.