Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (the "Auditors"), the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 days after the Closing Date. (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by Sellers.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) As of January 18, 2002, Sellers represent and warrant to Buyer shall cause that the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇aggregate amount of cash on hand for all Sellers is at least Eighteen Million Dollars ($18,000,000).▇.P. (the "Auditors"), the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b) The parties hereto Cash Consideration shall use their reasonable best efforts be reduced, on a dollar-for-dollar basis, to cause the Auditors to complete and deliver extent that the Statement to aggregate cash on hand for all Sellers and Buyer within 90 days after the Closing Dateas of January 18, 2002 is less than Eighteen Million Dollars ($18,000,000). (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price The Cash Consideration shall be increased by such amountfurther reduced, with such increase being payable in on a dollar-for-dollar basis, to the extent that any use of cash by Buyer within fifteen business days of any Seller, on or after the effective date of the delivery to Buyer Credit Agreement, is not in accordance with the budgets approved by Lender under the terms of the Statement (the "Determination Date")Credit Agreement. The amount of reduction in Cash Consideration described in this Section 2.06(c) is separate from, and in addition to, any such increase shall other remedy which may be allocated among available to Lender under the Sellers in proportion to the allocation terms of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination DateCredit Agreement. (d) In The Cash Consideration shall be further reduced, on a dollar-for-dollar basis, to the event extent of payment of salaries or benefits for specific employees not hired by Buyer, in respect of any period of time beginning five (5) days after Buyer notifies ITG, in accordance with Section 5.15(c) that Buyer does not intend to hire such employee. (e) Section 5.15(b) below permits Buyer, on the one hand, any Tuesday or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen Friday up to seven (157) days prior to the Bid Deadline, to provide ITG with notice (in accordance with Section 5.15) that Buyer has decided to exclude any Contract from the Determination Date to attempt to resolve such dispute with the otherAssets. In such case, Sellers shall use their good faith best efforts to reduce the expenses on such Contract, but in any event shall not spend more on such dispute canExcluded Contract than provided in the most recent Lender-approved budget under the Credit Agreement for the seven (7) days subsequent to the receipt of such notice from Buyer. The Cash Consideration shall be further reduced, on a dollar-for-dollar basis, to the extent of any expenditures, whether or not be resolved, either Buyer or Seller Representative can requestbudgeted, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of any Seller on any such Excluded Contract after the expiration of such fifteen day periodthe seven (7)-day period described herein; provided, however, that this reduction is not intended to duplicate any reduction required by clauses (c) or (d) above. (f) The Cash Consideration shall be further reduced, on a dollar-for-dollar basis, to the dispute be resolved by an independent nationallyextent that any itemized expense in a Lender-recognized accounting firm that has no business relationship with either party approved budget (under the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days terms of the date Credit Agreement) is not approved by Sellers' pre-petition bank lenders. (g) The Cash Consideration shall be increased, on a dollar-for-dollar basis, to the Accounting Arbitrator is retained. The decision extent that any Seller receives any proceeds from the sale or other disposition of the Accounting Arbitrator shall be final Excluded Assets (including insurance and binding between condemnation proceeds relating to the parties for Excluded Assets) and such proceeds are used to pay down borrowings under the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by SellersCredit Agreement.

Purchase Price Adjustment. The (a) Not later than three Business Days before the Closing Date, the Seller shall provide the Buyers by notice with the Seller’s good-faith estimate of the Net Working Capital, based upon the accounting books and records of the Company (the “Estimated Net Working Capital”), and all underlying documentation supporting the Estimated Net Working Capital. If the Estimated Net Working Capital is greater than $0, then the Initial Purchase Price shall be subject to adjustment as follows: (a) Buyer increased by the amount of such excess. If the Estimated Net Working Capital is less than $0, then the Initial Purchase Price shall cause be decreased by the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇amount of such deficit.▇.P. (the "Auditors"), the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 Within 60 days after the Closing Date, the Buyers will prepare and deliver to the Seller a written calculation of the Net Working Capital. Buyers will provide copies and otherwise make available to Seller and its representatives the work papers and back-up materials used in calculating the Net Working Capital. (c) If the Purchase Price Adjustment is a positive amount, Seller has any good faith objections to the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days Buyers’ calculation of the date Net Working Capital, then it must deliver a detailed written statement describing its objections to the Buyers within 20 Business Days after the Buyers deliver their calculation of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion Net Working Capital to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 heretoSeller. If the Purchase Price Adjustment is a negative amountSeller does not object to the Buyers’ calculation of Net Working Capital (and any adjustments resulting therefrom) within such 20 Business Day period, then the Purchase Price Seller shall be reduced by such amount, deemed to have accepted the Buyers’ calculation thereof and the Sellers, any amounts due shall pay such amount be paid pursuant to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date.clause (d) In below. If the event that BuyerSeller does object in a timely manner, on the one handParties will make a diligent, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt good faith effort to resolve all such dispute with objections. Any payment due pursuant to clause (d) below shall be paid upon resolution of such objections whether between the other. In the event such dispute cannot be resolved, either Buyer Parties or Seller Representative can request, by the delivery of a notice national accounting firm as set forth below. If the Parties do not resolve all objections to the other specifying in reasonable detail the nature Buyers’ calculation of the disputeNet Working Capital within 10 Business Days after the Buyers receive the Seller’s statement of objections, within three (3) days of then the expiration of such fifteen day periodParties will select a mutually acceptable, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (which may not be the "Accounting Arbitrator"regular outside accounting firms of any Party) selected to resolve any remaining objections. If the Buyers and the Seller do not agree upon the choice of an accounting firm, they will select a nationally-recognized accounting firm by the party delivering the noticelot (after excluding their respective regular outside accounting firms). The Accounting Arbitrator shall review any disputed items Buyers will collectively pay 50%, and resolve any such disputes within thirty (30) days the Seller will pay 50%, of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees costs and expenses of any accounting firm so used. The Buyers and the Accounting Arbitrator shall Seller will jointly instruct the accounting firm to compute the disputed items as soon as practicable, and the determination made by such accounting firm will be borne one-half set forth in writing and will be conclusive and binding upon the Parties. The amount of the Net Working Capital as agreed to by Buyer the Buyers and one-half the Seller or as determined by Sellersthe accounting firm constitutes the Net Working Capital for purposes of clause (d) below.

Purchase Price Adjustment. The 13.2.1 No later than 40 calendar days after the Closing Date, the Buyer must provide the Sellers’ Representative with a draft calculation of the consolidated Cash and Debt of the Group as of the Effective Date, each determined in accordance with the Accounting Policies (however subject to clause 5.2), as well as the resulting Adjustment Amount, if any, and the final Closing Purchase Price (the “Final Purchase Price Calculation”). 13.2.2 If the Sellers’ Representative does not notify the Buyer of an Objection to the Final Purchase Price Calculation in accordance with the procedures of clause 13.2.3 it will be final and binding on the Parties and the Adjustment Amount payable, if any, and by which Party, shall be subject determined by reference to adjustment such Final Purchase Price Calculation. 13.2.3 Following delivery of the Final Purchase Price Calculation to the Sellers’ Representative, the Sellers’ Representative may review the Final Purchase Price Calculation and the Buyer must procure that the Group makes available and gives the Sellers’ Representative and its advisors access during usual business hours and upon reasonable notice to all necessary information and relevant employees within the Group as follows:well as to the Group Companies’ auditors to enable the Sellers’ Representative to review the Final Purchase Price Calculation within the timeframe set forth herein. If the Sellers’ Representative disagrees with any element of the Buyer’s draft of the Final Purchase Price Calculation, the Sellers’ Representative must give Notice of an Objection to the Buyer no later than 25 Business Days after delivery of the Buyer’s draft of the Final Purchase Price Calculation. The Sellers’ Representative must describe in reasonable detail the Objections, include the Sellers’ Representative’s calculation of the Final Purchase Price Calculation and refer to the provisions of the Agreement that the Sellers’ Representative invokes in support of its position, including which adjustments to the Adjustment Amount, if any, the Sellers’ Representative requests. Unless (i) any Objection has been served on the Buyer within the time frame stipulated above and (ii) the Objection contains all such information as specified in the immediate preceding sentence, the draft Final Purchase Price Calculation prepared by the Buyer will be final and binding on the Parties. 13.2.4 If the Sellers’ Representative gives Notice of an Objection in accordance with clause 13.2.3, the Sellers’ Representative and the Buyer must attempt to reach an agreement on the Objections no later than 15 Business Days after the Buyer’s receipt of the Objection. If the Sellers’ Representative and the Buyer are unable to reach an agreement within this time limit, either the Sellers’ Representative or the Buyer may demand that the Disputed Matters be referred to the Expert. (a) Buyer shall cause The Expert will resolve the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (Disputed Matters by determining the "Auditors"), proper value of the Company's independent certified public accountants, to audit items which are subject of the Disputed Matters in accordance with generally accepted the Agreement, including clause 5. The Parties shall make available to the Expert such information and documentation as reasonably requested by the Expert in order to resolve the Disputed Matters. The Expert’s decision on the Disputed Matters must be within the range of the values proposed for such Disputed Matter by the Buyer and the Sellers’ Representative. If the determination of the Disputed Matters depends on an accounting principlesestimate, consistently appliedthe Expert must make an independent estimate on the basis of what he considers to be fair and reasonable under the Agreement and consistent with the Accounting Policies (however subject to clause 5.2). If his independent determination is outside the range proposed by the Sellers’ Representative and the Buyer, and report his determination will be deemed to be equal to the value proposed by the Sellers’ Representative or the Buyer depending whose proposed value was closest to such determination. Upon determination of the Disputed Matters, the Expert will prepare a Final Purchase Price Calculation implementing his determination on the Disputed Matters (with nobut without making any changes to any elements of the Final Purchase Price Calculation which were not Disputed Matters). (b) The parties hereto Final Purchase Price Calculation prepared by the Expert, taking into account any agreements on Objections reached by the Sellers’ Representative and the Buyer, will be final and binding on the Parties, and it can only be challenged in accordance with clause 20 in the event of fraudulent acts or obvious errors. The Adjustment Amount payable, if any, shall use their reasonable best efforts be determined by reference to cause such Final Purchase Price Calculation or, if no Disputed Matters had to be referred to the Auditors Expert, by reference to complete such other Final Purchase Price Calculation agreed between the Sellers’ Representative and deliver the Statement to Sellers Buyer or which became final and Buyer within 90 days after the Closing Datebinding in accordance with clause 13.2.2. (c) If The Expert will make decisions as to the apportionment of his fees and other costs between the Parties, taking into account the amount by which each Party’s calculation of the Closing Purchase Price Adjustment is a positive amountdeviated from the Closing Purchase Price determined by him. 13.2.5 No later than 5 Business Days after the Final Purchase Price Calculation has become final and binding on the Parties in accordance with this clause 13.2, the Purchase Price shall be increased by such amount, Adjustment Amount (together with such increase being payable in cash by Buyer within fifteen business days of the Interest accrued on the Adjustment Amount from the Closing Date through the date of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall payment) must be allocated among paid in immediately available funds by the Sellers in proportion to the allocation of Buyer, it being understood that the Cash Buyer may, but is not obligated to, to withdraw such Adjustment Amount payable at Closing as set forth on Exhibit 1 hereto. If from the Purchase Price Adjustment is a negative amountEscrow Account, then or by the Purchase Price shall be reduced by such amount, and Buyer to the Sellers’ Bank Account, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Dateas applicable. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by Sellers.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) On or before the 60th day after the Closing Date, Buyer shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. deliver to Sellers’ Representative the Closing Balance Sheet and a statement setting forth the Closing Net Asset Value (the "Auditors"“Closing Net Asset Value Statement”). Each Party shall provide the other Party and its representatives with reasonable access to relevant books, records, work papers and personnel during the preparation of the Closing Net Asset Value Statement, the Company's independent certified public accountants, conduct of any reviews referred to audit in accordance with generally accepted accounting principles, consistently applied, this Section 1.4 and report on (with nothe resolution of any disputes that may arise under this Section 1.4. (b) The parties hereto If Sellers’ Representative disagrees with the determination of the Closing Net Asset Value as shown on the Closing Net Asset Value Statement, Sellers’ Representative shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and notify Buyer of such disagreement within 90 30 days after Sellers’ Representative’s receipt of the Closing DateNet Asset Value Statement, which notice shall (i) describe the nature of any such disagreement in reasonable detail, (ii) identify the specific items involved and (iii) set forth the dollar amount of each such disagreement (“Seller Objection”). After the end of the above-referenced 30-day period, neither Buyer nor Sellers’ Representative may introduce additional disagreements with respect to any item in the Closing Net Asset Value Statement or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by Buyer and Sellers’ Representative and will be final, binding and conclusive upon the Parties. (c) If a Seller Objection is provided within the Purchase Price Adjustment is a positive amountabove-referenced 30-day period, Buyer shall have 10 Business Days to review and respond to the Seller Objection, and Buyer and Sellers’ Representative shall attempt to resolve the differences underlying the Seller Objection within 20 Business Days following Buyer’s receipt of the Seller Objection. Disputes between Buyer and Sellers’ Representative that are not resolved by them within such 20-Business Day period shall be referred no later than such 20th Business Day for decision to an independent accounting firm of national reputation mutually acceptable to Buyer and Sellers’ Representative (the “Arbiter”) that shall act as arbitrator and determine, based solely on presentations by Sellers’ Representative and Buyer and only with respect to the remaining differences so submitted, whether and to what extent, if any, the Purchase Price shall be increased by such amount, with such increase being payable in cash by Closing Statements require adjustment. If Buyer within fifteen business days and Sellers’ Representative cannot agree upon the selection of the date Arbiter within five Business Days, BDO ▇▇▇▇▇▇▇ LLP shall serve as the Arbiter hereunder. Prior to the referral to the Arbiter, Buyer shall have the right to modify its calculation of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations Net Asset Value set forth in Exhibit 1 within fifteen (15) business days the Closing Net Asset Value Statement, and Sellers’ Representative shall have the right to modify its calculation of the Determination Date. (d) In Closing Net Asset Value set forth in its Seller Objection, in each case, however, only if such modification narrows the event that differences between such calculations. Any such modification shall be delivered in writing by Buyer to Sellers’ Representative or by Sellers’ Representative to Buyer, on the one hand, or Seller Representative on the other, disagrees in each case with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration reasonably detailed explanation of such fifteen day periodmodifications, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of at least three Business Days prior to the date the Accounting Arbitrator is retaineditems in dispute are referred to the Arbiter. A copy of such modified calculation shall also be delivered to the Arbiter. The decision Arbiter shall deliver its written determination as to whether and to what extent, if any, the Closing Statements require adjustment to Buyer and Sellers’ Representative no later than the 30th day after the remaining differences underlying the Seller Objection are referred to the Arbiter, or such longer period of time as the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment Arbiter reasonably determines is necessary. The Arbiter’s determination pursuant to this Section 2.31.4(c) shall be final, binding and conclusive upon the Parties, absent manifest error. The fees and expenses of the Accounting Arbitrator Arbiter shall be borne one-half allocated to the Parties as determined (as set forth in the final determination) by the Arbiter based upon the relative success (in terms of percentages) of each Party’s claims. For example, if the final determination reflects a 60%-40% determination of the Parties’ claims, the Arbiter would allocate expenses 40% to the Party whose claim was determined to be 60% successful and 60% to the Party whose claim was determined to be 40% successful. Buyer and oneSeller shall make readily available to the Arbiter all relevant information, books and records and any work papers relating to the Closing Statements and all other items reasonably requested by the Arbiter. In no event may the Arbiter’s resolution of any difference be for an amount that is outside the range of Buyer’s and Sellers’ Representative’s disagreement. (d) If the Closing Net Asset Value is less than the Estimated Net Asset Value, the Initial Purchase Price, as adjusted pursuant to Section 1.3, shall be decreased on a dollar-half for-dollar basis by the amount of the difference between the Closing Net Asset Value and the Estimated Net Asset Value. If the Closing Net Asset Value is greater than the Estimated Net Asset Value, the Initial Purchase Price, as adjusted pursuant to Section 1.3, shall be increased on a dollar-for-dollar basis by the amount of the difference between the Closing Net Asset Value and the Estimated Net Asset Value. (e) If any adjustment under this Section 1.4 results in a reduction in the Initial Purchase Price, Sellers, jointly and severally, shall pay to Buyer the amount of such reduction, and if any adjustment results in an increase in the Initial Purchase Price, Buyer shall pay to Sellers, based on their Percentage Ownership, the amount of such increase, in each case, by wire transfer of immediately available funds to an account designated by the Party receiving payment within five Business Days after the final determination of the amount of such reduction or increase in Initial Purchase Price. Any payment made by Sellers or Buyer under this Section 1.4(e) shall include interest on the amount of such payment from the Closing Date to the date of such payment thereof at the per annum rate equal to the U.S. Prime rate stated in The Wall Street Journal on the Closing Date plus three percentage points.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (the "Auditors")As soon as practicable, the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 but no later than 30 days after the Closing Date, the Sellers’ Representative shall prepare and deliver to the Buyer a proposed calculation of the Purchase Price and the components thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Purchase Price Calculations”. The Purchase Price Calculations shall be accompanied by a certificate signed by an authorized officer of the Sellers’ Representative certifying that the information set forth in the Purchase Price Calculations was calculated in good faith in accordance with this Agreement. The Buyer shall cause each of the Companies to make their financial records reasonably available to the Sellers’ Representative so that the Sellers’ Representative may perform and complete the Purchase Price Calculations and in the event that the Buyer does not provide any materials reasonably requested by the Sellers’ Representative within five days of request therefor (or such shorter period as may remain in such 30-day period), such 30-day period shall be extended by one day for each additional day required for the Sellers’ Representative to fully respond to such request. (b) If the Buyer does not give written notice of dispute (a “Purchase Price Dispute Notice”) to the Sellers’ Representative within 30 days of receiving the Purchase Price Calculations, the Purchase Price Calculations will be deemed to be agreed by the Sellers and the Buyer provided, however, that (A) in the event that the Sellers’ Representative does not provide any materials reasonably requested by the Buyer within five days of request therefor (or such shorter period as may remain in such 30-day period), such 30-day period shall be extended by one day for each additional day required for the Sellers’ Representative to fully respond to such request, and (B) the Purchase Price Dispute Notice may include only objections based on (x) noncompliance with the standards set forth in this Section 2.04 for the preparation of the Purchase Price Calculations or (y) mathematical errors in the calculation of the Purchase Price Calculations. The Purchase Price Dispute Notice shall be accompanied by a certificate signed by the Buyer certifying that the information set forth in the Purchase Price Dispute Notice was calculated in good faith in accordance with this Agreement. (c) If the Buyer gives a Purchase Price Adjustment Dispute Notice to the Sellers’ Representative (which Purchase Price Dispute Notice must set forth, in reasonable detail, the items and amounts in dispute and all other items and amounts not so disputed shall be deemed final), the Buyer and the Sellers’ Representative shall use commercially reasonable efforts to resolve the dispute by no later than the date which is 10 Business Days following receipt of the applicable Purchase Price Dispute Notice from the Buyer (“Dispute Settlement Date”), commencing on the date the Buyer receives the applicable Purchase Price Dispute Notice from the Sellers’ Representative and all such discussions related thereto shall (unless otherwise agreed by the Buyer and the Sellers’ Representative) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If the Sellers’ Representative and the Buyer do not agree upon a positive amountfinal resolution with respect to such disputed items by the Dispute Settlement Date, then the remaining items in dispute shall be submitted immediately to an independent accounting firm mutually acceptable to the Buyer and the Sellers’ Representative. If the Buyer and the Sellers’ Representative are unable to agree on the choice of an accounting firm within ten Business Days after the Dispute Settlement Date, then the Buyer and the Sellers’ Representative shall select an internationally recognized independent accounting firm by lot (after excluding their respective regularly used accounting firms). Any accounting firm so agreed to (the “Accounting Firm”) shall be required to render a determination of the applicable dispute within 45 days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor; provided that the Accounting Firm may (i) only consider those items and amounts as to which the Sellers’ Representative and the Buyer have disagreed within the time periods and on the terms specified above and (ii) only make adjustments based on noncompliance with the standards set forth in this Agreement for the determination of the Purchase Price. The determination made by the Accounting Firm with respect to the remaining disputed items shall not exceed or be less than the amounts proposed by the Sellers’ Representative and the Buyer, as the case may be. The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between the Sellers’ Representative and the Buyer, and any associated engagement fees shall initially be borne 50% by the Sellers and 50% by the Buyer; provided that such fees shall ultimately be allocated in accordance with Section 2.04(d). The determination of such Accounting Firm shall be conclusive and binding for all purposes of this Agreement. The Sellers’ Representative shall revise the Purchase Price Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.04(c), and, as revised, such Purchase Price Calculations shall be increased by such amountdeemed to set forth the final Purchase Price, with such increase being payable in cash by Buyer within fifteen business days each case, for all purposes hereunder (including, without limitation, the determination of the date of the delivery to Buyer of the Statement (the "Determination Date"Actual Adjustment). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Sellers’ Representative on and the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice submit any unresolved objections to the other specifying Accounting Firm for resolution as provided in reasonable detail Section 2.04(c), the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final and binding between the parties responsibility for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator Firm shall be borne one-half as follows: (i) if the Accounting Firm resolves all of the remaining objections in favor of the Buyer’s position (the Purchase Price so determined is referred to herein as the “Low Value”), then all of the fees and expenses of the Accounting Firm shall be paid by the Sellers; (ii) if the Accounting Firm resolves all of the remaining objections in favor of the Sellers’ Representative’s position (the Purchase Price so determined is referred to herein as the “High Value”), then the Buyer shall be responsible for all of the fees and expenses of the Accounting Firm; and (iii) if the Accounting Firm neither resolves all of the remaining objections in favor of the Buyer’s position nor resolves all of the remaining objections in favor of the Sellers’ Representative’s position (the Purchase Price so determined is referred to herein as the “Actual Value”), then that fraction of the fees and expenses of the Accounting Firm equal to (x) the difference between the High Value and the Actual Value over (y) the difference between the High Value and the Low Value shall be paid by the Sellers, and the Buyer shall be responsible for the remainder of the fees and expenses of the Accounting Firm. (e) If the Actual Adjustment is a positive amount, the Buyer shall pay to the Sellers’ Representative (for distribution to LJCB Holdings for payment in turn to Keybridge Capital Limited to the account set forth in Section 2.03(a)(ii) the Keybridge Adjustment Amount (as defined in the Deed of Settlement and Release) and the remainder of the Actual Adjustment Amount to each applicable Seller according to its respective Seller Purchase Price Percentage) an amount equal to such positive amount, by wire transfer or delivery of immediately available funds, in each case, within three Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.04. (f) If the Actual Adjustment is a negative amount, then within three Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.04, the Buyer and one-half by the Sellers’ Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to the Buyer an amount equal to the absolute value of such negative amount from the PPA Escrow Account. If the absolute value of the Actual Adjustment exceeds the PPA Escrow Amount, then each of the Sellers shall deliver its respective Seller Purchase Price Percentage of such excess amount to the Buyer within three Business Days after the date on which the Purchase Price is finally determined pursuant to this Section 2.04. (g) If any funds are remaining in the PPA Escrow Account following the Actual Adjustment Payment Date, the Buyer and the Sellers’ Representative shall promptly and expeditiously deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver such funds to each applicable Seller according to each respective Seller Purchase Price Percentage.

Purchase Price Adjustment. The If the Buyer and the Sellers are unable to mutually agree on the Estimated Purchase Price pursuant to Section 2.1(c), then within ten (10) days following the Closing Date the Buyer shall be subject provide the Sellers Representative written notice of the components of the Purchase Price to adjustment as follows: which the Buyer objects and its proposed calculation of such components (the “Objection Notice”); provided, however, that (a) the Buyer shall cause the Company only be entitled to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (the "Auditors"), the Company's independent certified public accountants, object to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 days after the Closing Date. (c) If any component of the Purchase Price Adjustment is a positive amountto the extent it objected to such component pursuant to Section 2.1(c). For purposes of clarity, the Parties acknowledge and agree that the Buyer shall not be permitted to object to (i) the Purchase Price shall be increased by such amount, with such increase being payable in cash by unless the Buyer within fifteen business days objected to the Purchase Price prior to the Closing pursuant to Section 2.1(c) and (ii) any component of the date of Purchase Price (A) that the delivery Buyer did not object to prior to the Closing pursuant to Section 2.1(c) or (B) to which the Buyer of and the Statement (the "Determination Date"Sellers reached an agreement pursuant to Section 2.1(c). The amount of any such increase Buyer and the Sellers shall be allocated among deemed to have agreed upon all items and amounts that are not disputed by the Sellers Buyer in proportion the Objection Notice. The Parties shall use reasonable efforts to resolve in good faith during the allocation thirty (30) days following delivery of the Cash Amount payable at Closing as set forth on Exhibit 1 heretoObjection Notice any dispute properly asserted in the Objection Notice. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt Parties are unable to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days following delivery of the date Objection Notice, the Accounting Arbitrator is retaineddisagreement may be submitted for resolution to a firm of independent accountants of national standing to which the Buyer and the Sellers agree (the “Independent Accountants”), which firm shall make a final and binding determination as to only those components of the Purchase Price in dispute with respect to this Section 2.5 on a timely basis and promptly shall notify the Parties in writing of its resolution. The decision Independent Accountants shall not have the power to modify or amend any term or provision of this Agreement or modify previously agreed to items among the Parties. The costs and expenses of the Accounting Arbitrator Independent Accountants shall be allocated between the Parties based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party, as determined by the Independent Accountants. If the Buyer does not provide an Objection Notice within the time period and in the manner set forth in this Section 2.5, the Estimated Purchase Price Purchase Price set forth in the Estimated Purchase Price Statement shall be final and binding between on the parties Parties for all purposes hereunder. If the purpose of determining any Purchase Price adjustment paid by the Buyer pursuant to this Section 2.3. The fees and expenses 2.3(a)(i), exceeds the Purchase Price that would have been paid had the amounts of the Accounting Arbitrator components determined by the Independent Accountants been used to determine the Purchase Price, the Sellers shall be borne one-half (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Buyer and one-half by Sellersto the Sellers concurrently with the delivery of the Objection Notice) pay the Buyer, an amount equal to such excess.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. As promptly as practicable, but no later than ten (the "Auditors"), the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b10) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 days after the Closing Date, Purchaser shall cause to be prepared and delivered to Seller a closing statement (the “Closing Statement”) setting forth Purchaser’s calculation of the New Inventory Amount (the “Closing New Inventory Amount”). (b) Purchaser shall permit Seller to review all accounting records and all work papers and computations used by Purchaser in the preparation of the Closing Statement. If Seller disagrees with Purchaser’s calculation of any item on the Closing Statement delivered pursuant to Section 3.4(a), Seller may, within ten (10) days after delivery of the Closing Statement, deliver a notice to Purchaser stating that Seller disagrees with such calculation and specifying in reasonable detail those items or amounts as to which Seller disagrees and the basis therefore. Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement and the calculation of Closing New Inventory Amount for which a notice of disagreement has not been delivered by Seller to Purchaser within such ten (10) day period. (c) If a notice of disagreement shall be duly delivered pursuant to Section 3.4(b), Seller and Purchaser shall, during the Purchase Price Adjustment is a positive amountten (10) days following such delivery (the “Reconciliation Period”), use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the Purchase Price Closing New Inventory Amount. If during such period, Seller and Purchaser are unable to reach such agreement with respect to the Closing New Inventory Amount, they shall be increased promptly thereafter cause a independent audit firm of international reputation mutually agreed upon by such amount, with such increase being payable in cash by Buyer the Parties (or if the Parties are unable to agree upon an independent audit firm within fifteen business five (5) days of the end of the Reconciliation Period, the independent audit firm of international reputation selected by the American Arbitration Association at the request of either Party (it being understood that such request by a Party shall preclude a later request by the other Party)) (an “Independent Auditor”) to review this Agreement and the disputed items or amounts for the purpose of calculating the Closing New Inventory Amount (it being understood that in making such calculation, the Independent Auditor shall be functioning as an expert). Each of Seller and Purchaser agree that it shall not engage, or agree to engage the Independent Auditor to perform any services other than as the Independent Auditor pursuant hereto until the Closing New Inventory Amount has been finally determined pursuant to this Section 3.4. Each Party agrees to execute, if requested by the Independent Auditor, a reasonable engagement letter. In making such calculation, the Independent Auditor shall consider only those items or amounts in the Closing Statement and Purchaser’s calculation of Closing New Inventory Amount as to which Seller has disagreed in its notice of disagreement duly delivered pursuant to Section 3.4(b). In making its determination, the Independent Auditor shall not, as to any item, assign an amount that is higher than the highest amount or lower than the lowest amount requested by Seller or Purchaser, as applicable. The Independent Auditor shall deliver to Seller and Purchaser, as promptly as practicable (but in any case no later than twenty (20) days from the date of the delivery to Buyer engagement of the Statement (the "Determination Date"Independent Auditor), a report setting forth such calculation. Such report shall be final and binding upon Seller and Purchaser. The amount of any such increase Independent Auditor shall be allocated among the Sellers in proportion to determine the allocation of the Cash Amount payable at Closing cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as set forth on Exhibit 1 heretooriginally submitted to the Independent Auditor, as applicable. If For example, should the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, items in dispute total in amount to $1,000 and the SellersIndependent Auditor awards $600 in favor of Seller’s position, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days 60% of the Determination Datecosts of its review would be borne by Purchaser and 40% of the costs would be borne by Seller. (d) In The Parties shall, and shall cause their respective Representatives to, cooperate and assist in the event that Buyerpreparation of the Closing Statement and the calculation of the Closing New Inventory Amount and in the conduct of the review referred to in this Section 3.4, on the one handincluding making available, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the disputeextent necessary, within three (3) days of the expiration of such fifteen day periodbooks, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items records, work papers and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by Sellerspersonnel.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Within sixty (60) days after the Closing Date, the Buyer shall cause deliver to the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. Seller a preliminary statement (the "Auditors")“Preliminary Statement”) of the Net Working Capital, determined as of the Company's independent certified public accountants, to audit effective time of the Closing and in accordance with generally accepted accounting principlesGAAP (the “Closing Date Net Working Capital”). The Seller and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, consistently appliedrecords and other materials of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and report on (with noClosing Date Net Working Capital. (b) The parties hereto Seller shall use their have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify in reasonable best efforts detail any adjustment to cause the Auditors Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to complete be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement to Sellers in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and Buyer within 90 days after the Closing Datenon-appealable for all purposes hereunder. (c) If If, at the Purchase Price Adjustment is a positive amountconclusion of the Resolution Period, the Purchase Price Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall be increased by submit for resolution such amountmatters remaining in dispute to PricewaterhouseCoopers LLC, with or if such increase being payable in cash by Buyer within fifteen business days firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the date Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the delivery to Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Statement (the "Determination Date")Resolution Period. The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, Buyer and the SellersSeller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees accordance with the Statementforegoing, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the date Neutral Auditor shall be set forth in a written statement delivered to each of the Accounting Arbitrator is retainedBuyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The decision of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 2.3. The 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Accounting Arbitrator Neutral Auditor shall be borne one-half equally by Buyer the Seller and one-half the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by Sellersthe Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Price.

Purchase Price Adjustment. (a) Within six (6) months after the Closing Date, Daily Journal will prepare a balance sheet (the "Final Balance Sheet") of Choice as of the Closing Date and deliver the proposed Final Balance Sheet to the Sellers. The Purchase Price Final Balance Sheet shall be subject prepared in accordance with GAAP and each of the guidelines and procedures (the "Guidelines and Procedures") specified on Exhibit 1.4 to adjustment as followsthis Agreement. If the shareholders' equity shown on such Final Balance Sheet is: (ai) Buyer shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (the "Auditors")less than $500,000, the Company's independent certified public accountantsSellers shall each be jointly and severally liable to Daily Journal for the difference, (ii) greater than $550,000, then Daily Journal shall be liable to the Sellers for the difference, and shall pay such amount to the Sellers, to audit each in accordance with generally accepted accounting principlesproportion to his share of the Purchase Price, consistently appliedor (iii) equal to or between $500,000 and $550,000, and report on (with nothen neither party shall owe any further sums to the other pursuant to this Section 1.4, or. (b) The parties hereto Sellers may participate in and observe the preparation of the Final Balance Sheet. Daily Journal shall use their reasonable best efforts make all of its workpapers and other relevant documents in connection with the preparation of the Final Balance Sheet available to cause the Auditors to complete and deliver the Statement to Sellers and Buyer shall make the persons in charge of the preparation of the Final Balance Sheet available for reasonable inquiry by the Sellers. The proposed Final Balance Sheet will be the Final Balance Sheet unless the Sellers shall notify Daily Journal in writing within 90 20 days after following the Closing Datereceipt of the proposed Final Balance Sheet if the Sellers do not agree with the proposed Final Balance Sheet, in which case the Sellers on the one hand and Daily Journal on the other hand will use good faith efforts during the 10-day period following the date of such written notice was received by Daily Journal to resolve any differences they may have as to the proposed Final Balance Sheet. The written notice will identify with reasonable specificity the calculations with which the Sellers disagree or other bases for such disagreement. If the Sellers and Daily Journal cannot reach agreement during such 10-day period, disagreements shall be promptly submitted to an independent, nationally- recognized public accounting firm jointly selected by the Sellers and Daily Journal (the "Independent Accountant"), which shall conduct such additional review as is necessary to resolve the specific disagreements referred to it and shall determine the Final Balance Sheet which will be binding on the parties. The review of the Independent Accountant will be restricted as to scope to address only those matters as to which the Sellers and Daily Journal have not reached agreement. The Independent Accountant's determination of the Final Balance Sheet shall be completed as promptly as practicable but in no event later than 30 days following its selection, shall be confirmed by the Independent Accountant in writing to the parties and shall be final and binding on the Sellers and Daily Journal. (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price shall be increased by such amount, with such increase being Any amounts payable in cash by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator 1.4 shall be borne one-half by Buyer paid within 10 days following the date the Final Balance Sheet becomes final and one-half by Sellersbinding on the parties pursuant to paragraph (b) above.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (the "Auditors"), the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (bA) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 days after the Closing Date. (c) If acknowledge that the Purchase Price Adjustment is a positive amount, was determined based upon the Purchase Price shall Sellers' best good faith estimate that the One Year EBITDA (as hereinafter defined) to be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days derived during the twelve (12) month period commencing on the first day of the date of calendar month following the delivery to Buyer of calendar month in which the Statement Closing occurs (the last day thereof being referred to herein as the "Determination DateDETERMINATION DATE" and such period being the ")DETERMINATION PERIOD") from the Business multiplied by five (5x) would be at least $31,400,000. The amount Accordingly, if (x) the actual One Year EBITDA multiplied by five (5x) is less than (y) Sellers' aforesaid estimate of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amountleast $31,400,000, then the parties agree that the Purchase Price shall be reduced by such amountdeficiency; provided, however, that the reduction in Purchase Price pursuant to this Section 2.5 shall not exceed an amount equal to (x) $14,360,000 minus (y) the portion of the RSI Purchase Amount paid by Sellers after the date hereof. (B) As soon as practicable, but in no event later than ninety (90) days after the Determination Date, Buyer shall deliver to Sellers a statement (the "EBITDA CALCULATION STATEMENT") showing the One Year EBITDA (the "EBITDA CALCULATION"). Buyer shall provide the Sellers copies of, or access to the work papers and similar materials used in connection with the preparation of the EBITDA Calculation Statement. Sellers shall have thirty (30) days following their receipt of the EBITDA Calculation Statement within which to deliver to Buyer a written notice of objection thereto (an "OBJECTION NOTICE"), which Objection Notice shall (x) set forth Sellers' determination of the EBITDA Calculation and (y) specify in reasonable detail Sellers' basis for objection, in which case the parties shall meet and in good faith attempt to resolve any disagreements within thirty (30) days after delivery to Buyer of the Objection Notice. If the parties are unable to resolve such disagreements within such time period, the disagreements shall be referred to the Settlement Accountants, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days determination of the Determination Date. Settlement Accountants shall be final and binding on the parties hereto, and shall not be subject to further review, challenge, or adjustment, absent fraud. The Settlement Accountants shall be directed to use their best efforts to reach a determination not more than forty-five (d45) In days after such referral. The costs and expenses of the event services of the Settlement Accountants shall be borne by the party against whom the Settlement Accountants shall rule; provided that Buyerif the Settlement Accountants shall not clearly rule against any party, then such costs and expenses shall be borne equally by Sellers, on the one hand, or Seller Representative and Buyer, on the otherother hand. The failure by Sellers to deliver an Objection Notice within such thirty (30)-day period shall constitute the Sellers' acceptance of the EBITDA Calculation, disagrees which shall thereupon become conclusive and binding on all parties hereto, and shall not be subject to further review, challenge, or adjustment, absent fraud. (C) If the Purchase Price is decreased as provided in this Section 2.5, the amount of the decrease shall be paid promptly by Sellers to Buyer, and in any event by no later than the third day after the amount of such decrease shall be finally determined. Such payment shall be made first by offsetting against the Contingent Payment in accordance with Section 2.1(c) above, then to the Statementextent necessary, such party shall have fifteen by return of shares of IHS Stock (15) days from valued as of the Determination Date to attempt to resolve such dispute in accordance with Section 2.4(a) above) and/or cash (as determined by Sellers and the other. In Shareholders in their sole and absolute discretion); provided, however, that in no event shall Sellers select a combination that will have the event such dispute cannot result that Buyer shall have paid less than sixty percent (60%) of the Purchase Price (excepting therefrom the amount be resolved, either Buyer or Seller Representative can request, which the cash portion of the Purchase Price is increased in respect of the unpaid portion of the RSI Purchase Amount in accordance with Section 2.1(a) above) by the delivery of shares of IHS Stock (except that Sellers may make such payment with a notice greater percentage of shares of IHS Stock to the other specifying extent that Sellers are returning shares of IHS Stock previously delivered to them or the Escrowee in reasonable detail respect of any previous increase in Purchase Price to the nature extent that such shares increased the percentage of such shares included in such Purchase Price increase to a percentage greater than sixty percent (60%)). (D) For purposes of this Agreement, the term "ONE YEAR EBITDA" shall mean the sum of (x) fifty percent (50%) of the dispute, within three Aggregate Joint Contract EBITDA (3hereinafter defined) days for the Determination Period plus (y) one hundred percent (100%) of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party Existing Contract EBITDA (the "Accounting Arbitrator"hereinafter defined) selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by SellersDetermination Period.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) At least twelve (12) Business Days prior to the Closing Date, the Sellers shall deliver to the Buyer shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. a reasonably detailed statement (the "Auditors"“Pre-Closing Statement”) setting forth (i) the Estimated Closing Cash, (ii) the Estimated Closing Indebtedness, and (iii) the Estimated Working Capital, as well as the resulting Working Capital Excess (if any) or Working Capital Shortfall (if any), as the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently appliedcase may be, and report on (iv) the Estimated Transaction Expenses together with nocopies of all work papers and other information and documentation reasonably required to support the calculations set forth therein, and any other information as may be reasonably requested by the Buyer or its Representatives to allow the Buyer to review such calculations. (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 Within ninety (90) days after the Closing Date, the Buyer shall deliver to the Sellers a reasonably detailed statement (the “Closing Statement”) setting forth the Buyer’s good faith calculation of (i) the Closing Cash, (ii) the Closing Indebtedness, (iii) the Closing Working Capital, and (iv) the Closing Transaction Expenses together with copies of all work papers and other information and documentation reasonably required to support the calculations set forth therein, and any other information as may be reasonably requested by the Sellers or their respective Representatives to allow the Sellers to review such calculations. (c) If The Closing Statement shall become final and binding upon the Purchase Price Adjustment is a positive amount, parties hereto at 5:00 p.m. Mountain Time on the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days of thirtieth (30th) day following the date on which the Closing Statement was delivered to the Sellers unless the Sellers deliver written notice of its disagreement with the delivery to Buyer of the Closing Statement (the "Determination Date"). The amount a “Notice of any such increase shall be allocated among the Sellers in proportion Disagreement”) to the allocation Buyer prior to such date. Any Notice of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price Disagreement shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is received by the disputeBuyer in a timely manner pursuant to this Section 2.3(c), within three then the Closing Statement (3as revised in accordance with this sentence) days shall become final and binding upon the Sellers and the Buyer on the earlier of (A) the expiration date the Sellers and the Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (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, the Sellers and the Buyer shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If at the end of such fifteen fourteen (14) day periodperiod the Sellers and the Buyer have not resolved in writing the matters specified in the Notice of Disagreement, that the dispute be resolved by Sellers and the Buyer shall submit to an independent nationally-internationally recognized accounting firm that has no business relationship with either party (the "“Accounting Arbitrator"Firm”) selected by the party delivering the noticeonly matters that remain in dispute. The Accounting Arbitrator Firm shall review any disputed items be such nationally recognized independent public accounting firm as shall be agreed upon by the Sellers and resolve any the Buyer in writing or, failing such disputes agreement such firm selected jointly by a public accounting firm of recognized national standing designated by the Sellers and by a public accounting firm of recognized national standing designated by the Buyer. The Sellers and the Buyer shall use reasonable efforts to cause the Accounting Firm to render a written decision resolving the matters submitted to the Accounting Firm within thirty (30) days of the date receipt of such submission. The scope of the disputes to be resolved by the Accounting Arbitrator is retainedFirm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Balance Sheet Rules and the terms of this Agreement, and no other matters. The Accounting Firm’s decision of the Accounting Arbitrator shall be (x) based solely on written submissions by the Sellers and the Buyer and their respective Representatives (and it shall not permit or authorize discovery or hear testimony) and not by independent review, (y) made strictly in accordance with the Balance Sheet Rules and the terms of this Agreement and (z) final and binding between on all of the parties hereto absent manifest error. The Accounting Firm may not assign a value greater than the greatest value for such item claimed by either party or smaller than the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3smallest value for such item claimed by either party. The fees and expenses of the Accounting Arbitrator Firm incurred pursuant to this Section 2.3 shall be borne one-half pro rata as between the Sellers, on the one hand, and the Buyer, on the other hand, in proportion to the final allocation made by such Accounting Firm of the disputed items weighted in relation to the claims made by the Sellers and the Buyer, such that the prevailing party pays the lesser proportion of such fees, costs and expenses. (d) Upon the final determination of the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses and the Final Working Capital, the Estimated Purchase Price shall be increased (any such increase, the “Seller Adjustment Amount”) by the sum of (i) the amount, if any, that the Final Closing Cash exceeds the Estimated Closing Cash, (ii) the amount, if any, that the Estimated Closing Indebtedness exceeds the Final Closing Indebtedness, (iii) the amount, if any, that the Estimated Transaction Expenses exceeds the Final Transaction Expenses, and (iv) the amount, if any, that the Final Working Capital exceeds the Estimated Working Capital. The Estimated Purchase Price shall be decreased (any such decrease, the “Buyer Adjustment Amount”) by the sum of (i) the amount, if any, that the Estimated Closing Cash exceeds the Final Closing Cash, (ii) the amount, if any, that the Final Closing Indebtedness exceeds the Estimated Closing Indebtedness, (iii) the amount, if any, that the Final Transaction Expenses exceeds the Estimated Transaction Expenses, and (iv) the amount, if any, that the Estimated Working Capital exceeds the Final Working Capital. (i) If the Seller Adjustment Amount exceeds the Buyer Adjustment Amount (the amount of any such excess being the “Seller Adjustment”), within five (5) Business Days after the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, and the Final Working Capital are determined, the Buyer and one-half the Sellers will jointly instruct the Escrow Agent to disburse the entirety of the funds from the Escrow Account to the Sellers and the Buyer shall pay the Seller Adjustment by wire transfer of immediately available funds to the Sellers. (ii) If the Buyer Adjustment Amount exceeds the Seller Adjustment Amount (the amount of any such excess being the “Buyer Adjustment”), within five (5) Business Days after the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, and the Final Working Capital are determined, the Buyer and the Sellers will jointly instruct the Escrow Agent to disburse the Buyer Adjustment from the Escrow Account to the Buyer, with the balance (if any) of the Escrow Account to be returned to the Sellers. In the event the Buyer Adjustment exceeds the Escrow Amount, the Sellers shall by wire transfer of immediately available funds to the Buyer in the amount of any such excess. (e) No actions taken by the Buyer on its own behalf or on behalf of the Target Entities or the Company Subsidiaries following the Closing Date shall be given effect for purposes of determining the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, or the Final Working Capital. (f) The Sellers will provide, or procure the provision of, all information reasonably requested by the Buyer in relation to the Closing Statement, including, access to information held by the Sellers and access to the applicable employees and advisors of the Seller Group.

Purchase Price Adjustment. (1) The Purchase Price will be adjusted, on a preliminary basis, on the Closing Date by adding to the amount specified in Section 2.2(a) hereof, the positive Adjusted Working Capital, if any, or subtracting from the amount specified in Section 2.2(a) hereof, the negative Adjusted Working Capital, if any, in each case as shown on the Estimated MI Closing Balance Sheet prepared by Sellers, and reviewed and agreed upon by Buyer, in good faith and based upon the most recent financial information of the Business then available thereto prior to the Closing and assuming for such purposes only that the Estimated MI Closing Balance Sheet were the Final MI Closing Balance Sheet; provided, however, if Sellers and Buyer do not agree upon the Estimated MI Closing Balance Sheet prior to the Closing Date, the Closing shall not be delayed and the Adjusted Working Capital shall be subject deemed to adjustment as follows:equal $324,657 for purposes of the Closing, unless Sellers and Buyer shall otherwise agree. (a2) Buyer shall cause As soon as practicable after the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. 90th day following the Closing Date, but in any event no later than the 100th day following the Closing Date (the "AuditorsSettlement Date"), the CompanyBuyer shall deliver to Sellers a balance sheet of the Business as of the Closing Date prepared in accordance with GAAP, except as set forth herein, and in the same manner and consistent with the accounting principles reflected in the June 30, 1999 Balance Sheet (as hereinafter defined) to the extent the manner of preparation thereof and accounting principles reflected therein are consistent with this Agreement, GAAP and the agreed upon exceptions thereto which are set forth herein (such definitive balance sheet determined pursuant to this Section 2.2(c) being herein called the "Final MI Closing Balance Sheet"). Within twenty (20) days after the receipt of the Final MI Closing Balance Sheet, Sellers shall deliver to Buyer written notice of its agreement or disagreement with the contents thereof and, if Sellers disagree with the Final MI Closing Balance Sheet, an explanation for its disagreement. If within thirty (30) days after the Buyer's receipt of any notice of disagreement, Sellers and Buyer have not finally agreed on the Final MI Closing Balance Sheet, the disagreement shall be submitted to an independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to accountant selected by mutual agreement of Sellers and Buyer within 90 days after the Closing Date. (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement (the "Determination DateArbitrator"). The amount fees of any the Arbitrator relating to the resolution of such increase disagreement shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced shared equally by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative and Buyer, on the otherother hand, disagrees with and the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature decision of the dispute, within three Arbitrator shall be conclusive and final and binding upon Sellers and Buyer. (3) days of On the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of Settlement Date or the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final and binding between on which the parties for ultimately reach resolution with respect to the purpose of determining any Final MI Closing Balance Sheet, the parties shall recalculate the Purchase Price paid at Closing after giving effect to the Purchase Price adjustment made at the Closing pursuant to this Section 2.3subclause (c)(1) above, to determine whether the Purchase Price paid at the Closing is equal to the Purchase Price which would have been due if the Final MI Closing Balance Sheet had been substituted for the Estimated MI Closing Balance Sheet. The fees If the Purchase Price paid at Closing was less than the Purchase Price which would have been paid had the Final Closing Balance Sheet been substituted for the Estimated MI Closing Balance Sheet, Buyer shall pay to IMG the difference in cash, and expenses if the Purchase Price paid at Closing was greater than the Purchase Price which would have been paid had the Final Closing Balance Sheet been substituted for the Estimated MI Closing Balance Sheet, IMG shall pay to Buyer the difference in cash, in each case such payment being made as promptly as practicable but in any event, within two Business Days after the ultimate resolution of such disagreement, together with interest which shall have accrued upon such payment amount at a rate of six percent (6%) per annum from the Accounting Arbitrator shall be borne one-half by Buyer and one-half by SellersClosing Date until the date of any such payment.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer shall cause The Parties acknowledge and agree that the Purchase Price has been calculated based on Section 2.4.2 of the Unitholders Agreement and that the Parties have agreed on the amount of the EBITDA of the Company to prepare and Arthits subsidiaries and the Multiple and the Sellers have provided the amount of the ▇▇ Ande▇▇▇▇▇▇▇▇ ▇.▇.P. Counsel Fees in the certificate delivered pursuant to Section 5.1(f). Within 30 days of the Closing Date, the Sellers agree to deliver to the Purchaser the amount of the Net Debt as of the Closing Date accompanied by materials showing in reasonable detail the Sellers’ calculation of such amount (the "Auditors"“Proposed Calculation”), the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no. (b) The parties hereto Purchaser shall use have the right for 30 days following its receipt of the Proposed Calculation to object to the Proposed Calculation. Any objection made by the Purchaser shall be accompanied by materials showing in reasonable detail the Purchaser’s support for its position. The Purchaser shall be deemed to have waived any rights to object under this Agreement unless the Purchaser furnishes its written objections, together with supporting materials, to the Sellers within such 30-day period following the Purchaser’s receipt of the Proposed Calculation. The Purchaser and the Sellers shall meet to resolve any differences in their reasonable best efforts respective positions with respect to cause the Auditors Proposed Calculation. If the Sellers and the Purchaser are unable to complete and agree upon the Proposed Calculation within 30 days of the Sellers’ receipt of the Purchaser’s objections, the Purchaser or the Sellers may submit the matter to be resolved through an arbitration procedure conducted in accordance with Section 6.3. In the event that the Sellers fail to deliver the Statement to Sellers and Buyer Proposed Calculation within 90 30 days of the Closing Date as required by Section 1.4(a), the Purchaser shall have the right following such 30 days after the Closing DateDate to deliver its proposed calculation of the Net Debt, and the Sellers shall have the right to furnish written objection to the Purchaser’s proposed calculation of the Net Debt so long as such written objections are delivered to the Purchaser within 15 days of the delivery of the Purchaser’s proposed calculation to the Sellers. Any further objections to any amount of Net Debt initially proposed by the Purchaser pursuant to the immediately preceding sentence shall be resolved in the same manner as described above in this Section 1.4(b). (c) If Following the final determination of the Proposed Calculation as set forth in Section 1.4(b) above, (i) if the Purchase Price Adjustment (as determined using the finally resolved WEST\229704094.6 #PageNum# calculation of the Net Debt) is a positive amount, less than the Purchase Price paid at the Closing pursuant to Section 1.3, then the Sellers shall be increased pay to the Purchaser by wire transfer of immediately available funds an amount equal to such amount, with such increase being payable in cash by Buyer difference within fifteen business days five (5) Business Days of the date of the delivery to Buyer of the Statement final determination and (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If ii) if the Purchase Price Adjustment (as determined using the finally resolved calculation of the Net Debt) is a negative amountgreater than the Purchase Price paid at the Closing pursuant to Section 1.3, then the Purchaser shall pay to the Sellers by wire transfer of immediately available funds an amount equal to such difference within five (5) Business Days of the date of the final determination in the same proportion as the payment of the Purchase Price shall be reduced at the Closing pursuant to Section 1.3 (or as otherwise instructed in writing by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date). (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party All amounts to be paid under this Section 1.4 shall have fifteen (15) days from the Determination Date be deemed to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice adjustments to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by SellersPrice.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment ("Purchase Price Adjustment") for the amount by which the value of (i) Inventory on the Closing Date is less than the aggregate value of the minimum Inventory stipulated and agreed by Seller and Purchaser and set forth on Schedule 2.04(i) ("Minimum Inventory Value"); and (ii) Spares and Stores on the Closing Date is less than the aggregate value of the minimum Spares and Stores stipulated and agreed by Seller and Purchaser and set forth on Schedule 2.04(ii) ("Minimum Spares and Stores Value"), which Inventory and Spares and Stores shall for all determinations provided for in this Section 2.04 be valued in the manner set forth in Schedule 2.04(i) and Schedule 2.04(ii), respectively. Inventory and Spares and Stores on hand at Closing and covered by the Conveyance Instrument shall each be estimated and valued by Seller ("Estimated Value") not later than two Business Days prior to Closing, and Seller shall on or prior to such date notify Purchaser of such determination. The cash payment due from Purchaser to Seller at Closing provided for in Section 2.01(d) shall be reduced by the amount, if any, by which the sum of the Minimum Inventory Value plus the Minimum Spares and Stores Value exceeds the sum of the respective Estimated Values ("Shortage"). Not later than thirty (30) days following the Closing Date, Purchaser shall prepare and deliver to Seller schedules reflecting the actual Inventory and Spares and Stores as follows: of the opening of business on the Closing Date, valued as set forth on Schedule 2.04(i) and Schedule 2.04(ii), respectively, and the respective values thereof ("Actual Value"). Seller shall have ten days following receipt to review such schedules and to discuss with Purchaser any issues therein. If Seller and Purchaser agree on all matters in such schedules, then (i) the net amount by which the respective Actual Values are less than the respective Estimated Values shall be paid by Seller to Purchaser by wire transfer of immediately available funds to Purchaser's account at Bank of America, Illinois, ABA No. 07100 0039, for the account of Purchaser, Account No. 77-85593, or (ii) to the extent the sum of the respective Actual Values exceeds the sum of the respective Estimated Values (the difference being herein called "Excess Value"), then Purchaser shall pay to Seller the lesser of (a) Buyer the Excess Value, and (b) an amount equal to the Shortage. Such payment shall cause be made by Purchaser to Seller by wire transfer of immediately available funds to Seller's account designated in Section 2.01. Any such payment by Seller or Purchaser shall be made within five days after determination of the Company amount due, together with interest thereon at 9% per annum (but not to prepare exceed the maximum lawful rate) from the Closing Date until the date paid. If Purchaser and Seller shall be unable to agree on any component in the determination of the Actual Values, such dispute shall be resolved by Arth▇▇ Ande▇▇▇e▇▇▇▇ ▇.▇.P. (▇ and Deloitte & Touche LLP acting jointly in the "Auditors")matter or, the Company's if such independent certified public accountants, accountants are unable to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 days after the Closing Date. (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, agree on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can requestmatters in question, by the delivery of a notice to the any other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an nationally recognized independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") mutually selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator Parties, whose determination shall be final and binding between the parties for the purpose on Seller and Purchaser. All costs and fees of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator such independent accountants shall be borne one-half shared equally by Buyer Purchaser and one-half by SellersSeller.

Purchase Price Adjustment. The (1) For purposes of calculating the Purchase Price as of the Closing, five (5) Business Days prior to the anticipated Closing Date, the Company shall prepare and deliver to the Purchaser a statement setting forth in reasonable detail its good faith and reasonable estimates of the Closing Book Value. Such statement shall be subject to adjustment as follows: (a) Buyer shall cause certified by an executive officer of the Company to prepare have been prepared in good faith and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. based on reasonable assumptions, as of the close of business on the Closing Date, pro forma for the Closing (the "Auditors")such statement, the Company's independent certified public accountants“Estimated Adjustment Statement”) and shall be accompanied by bank statements, to audit in accordance with generally accepted accounting principles, consistently applied, working papers and report such other documentation supporting the foregoing estimate and calculations. The calculation of the Closing Book Value as of the Closing shall be based on (with nothe Estimated Adjustment Statement. (b2) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete Within one hundred and deliver the Statement to Sellers and Buyer within 90 twenty (120) days after the Closing Date. (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price shall be increased by Purchaser may deliver in writing to the Seller any objection that the Purchaser may have with respect to the Estimated Adjustment Statement setting forth in reasonable detail its basis for such amount, with such increase being payable in cash by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement objections (the "Determination Date"“Objection”). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, Purchaser and the Sellers, Seller shall pay such amount attempt in good faith to Buyer in proportion to the allocations reach agreement resolving all matters set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes Objection within thirty (30) days after its delivery. If the Purchaser and the Seller reach an agreement, the amounts so agreed shall be final and set forth in a written agreement, and such written agreement shall constitute the Final Adjustment Statement (as defined below). (3) In the event that the Purchaser and the Seller cannot agree within such thirty (30) days period on all matters set forth in the Objection, then the outstanding Objection and any supporting documentation referred to in subsection (1) above and other documentation provided by the Purchaser in connection with the matters underlying its Objection (collectively, the “Determination Materials”) will be promptly submitted by the Purchaser or the Seller to arbitration to be conducted by one arbitrator who shall be a partner in the Israeli offices of such internationally recognized accounting firm to which the date Purchaser and the Seller may mutually agree, which agreement will not be unreasonably withheld (the “Accounting Arbitrator”). If no agreement is reached on the identity of the Accounting Arbitrator is retained. The decision within ten (10) calendar days after expiration of the forgoing thirty (30)-day period, then the Accounting Arbitrator shall be final and binding between appointed by the parties for President of the purpose Institute of determining any Purchase Price adjustment pursuant Certified Public Accountants in Israel, upon the written request of the Purchaser or the Seller with written evidence of the delivery of a copy to this Section 2.3the other party. The fees arbitration shall be conducted in Tel-Aviv, Israel or such other place mutually acceptable to the Purchaser and expenses of the Seller. (4) The Accounting Arbitrator will review the Determination Materials and resolve the Objection based solely on the Determination Materials, presentations by the Purchaser and the Seller and their respective Representatives and not by independent review. In resolving any Objection, the Accounting Arbitrator (i) will not review any matters not specifically relating to the Objection, (ii) shall not assign a value to any such item greater than the greatest value for such item claimed in either the Purchaser’s Objection or the Estimated Adjustment Statement or less than the smallest value for such item claimed in either the Purchaser’s Objection or the Estimated Adjustment Statement and its determination may not be borne one-half outside the range comprised of the calculation of such items in the Purchaser’s Objection or the Estimated Adjustment Statement; (iii) shall rule only on the objections raised by Buyer the Purchaser in the Objection, accepting all other aspects of the Estimated Adjustment Statement; (iv) make its determination in accordance with the provisions hereof defining the components of Purchase Price and one-half by Sellers.shall have no right, authority or discretion to employ any other accounting standard or principles (except as set forth therein);

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (the "Auditors"), the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within Within 90 days after the Closing Date, J&J shall deliver to Purchaser an unaudited statement of the Inventories as of the Closing Date, determined in accordance with the methodologies used to determine the Inventories Target, whether or not doing so is in accordance with GAAP (the "Inventories Statement"). Any Inventory that (i) exceeds a six-month supply, as measured on the basis of sales by SKU, (ii) has an expiration date within 18 months of the Closing Date, (iii) is for promotions that have terminated, (iv) consists of discontinued Products or SKUs or (v) is not of a good and merchantable quality shall be disregarded for purposes of preparing the Inventories Statement. Purchaser shall provide J&J, and any Person designated by J&J, with access to its properties and the books and records of the Business constituting Purchased Assets as may reasonably be requested by J&J to prepare the Inventories Statement. On or promptly after the Closing Date, J&J shall conduct a physical count of the Inventories as of the Closing Date in connection with the preparation of the Inventories Statement. It is understood and agreed that Purchaser and its auditors shall be permitted to attend such physical count conducted by J&J. (b) During the 60-day period following Purchaser's receipt of the Inventories Statement, Purchaser and its auditors shall be permitted to review the working papers of J&J and its auditors relating to the Inventories Statement. Purchaser may dispute the amounts or items reflected on or omitted from the Inventories Statement (each, a "Disputed Item"), but only on the basis that the Inventories Statement does not reflect, or has not been prepared in a manner consistent with, the provisions of this Agreement or otherwise contains a mathematical or factual error; provided, however, that Purchaser shall notify J&J in writing of each Disputed Item, and specify the amounts thereof in dispute and the specific basis therefor, within 60 days after receipt of the Inventories Statement. The failure by Purchaser to provide a notice of Disputed Items to J&J within such 60-day period with respect to any items reflected on the Inventories Statement shall constitute Purchaser's acceptance of all such items reflected on the Inventories Statement. (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price notice of Disputed Items shall be increased by such amounttimely delivered pursuant to Section 2.7(b), with such increase being payable in cash by Buyer within fifteen business days of J&J and Purchaser shall, during the 20 Business Days following the date of the such delivery to Buyer of the Statement (the "Determination DateResolution Period"), negotiate to resolve the Disputed Items. If during the Resolution Period the parties are unable to reach agreement, J&J and Purchaser shall refer all unresolved Disputed Items to Ernst & Young LLP, or any other independent accounting firm as J&J and Purchaser shall mutually agree upon (the "Independent Accountant"). The amount of any such increase Such reference shall be allocated among the Sellers in proportion to the allocation made within 10 days of termination of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If Resolution Period, whereupon the Purchase Price Adjustment is Independent Accountant shall make a negative amountdetermination with respect to each unresolved Disputed Item within 30 days after the reference, then the Purchase Price which determination shall be reduced by such amount, made in accordance with this Section 2.7. The Independent Accountant shall deliver to J&J and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the disputePurchaser, within three (3) days of the expiration of such fifteen 30-day period, that a report setting forth its adjustments, if any, to the dispute Inventories Statement and the calculations supporting such adjustments. Such report shall be resolved by an independent nationallyfinal, binding on the parties and conclusive. J&J and Purchaser shall each pay one-recognized accounting firm that has no business relationship half of all the costs incurred in connection with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days engagement of the date Independent Accountant. As used herein, "Final Inventories" shall mean (i) if no notice of Disputed Items is delivered by Purchaser within the Accounting Arbitrator period provided in Section 2.7(b), Inventories as shown on the Inventories Statement as prepared by J&J or (ii) if such a notice of Disputed Items is retained. The decision of delivered by Purchaser, either (x) Inventories as agreed to in writing by J&J and Purchaser or (y) Inventories as shown in the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment Independent Accountant's calculation delivered pursuant to this Section 2.32.7(c). The fees parties acknowledge that they have discussed their past contacts, if any, with the Independent Accountant, and expenses that neither party shall have the right to object to the Independent Accountant's service in such role by reason of non-disclosure of past contacts, conflicts of interest, or any other reason. The scope of the Accounting Arbitrator disputes to be resolved by the Independent Accountant shall be borne one-half limited to the unresolved Disputed Items, and the Independent Accountant is not to make any other determination. Any determinations by Buyer the Independent Accountant, and one-half any work or analyses performed by Sellersthe Independent Accountant, in connection with its resolution of any dispute under this Section 2.7 shall not be admissible in evidence in any suit, action or proceeding between the parties, other than to the extent necessary to enforce payment obligations under this Section 2.7(c).

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Within thirty (30) days after the Closing Date, the Seller shall deliver to the Buyer shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. a statement (the "Auditors"“Statement”) of the Closing Working Capital (and the resulting Working Capital Overage or Working Capital Underage), the Company's independent certified public accountants, to audit prepared in accordance with generally accepted accounting principlesthe Balance Sheet Rules and consistent with the manner in which the Target Working Capital was calculated. The Seller shall not amend, consistently applied, and report on (with nosupplement or modify the Statement following its delivery to the Buyer. (b) The Statement shall become final and binding upon the parties hereto shall use their reasonable best efforts to cause on the Auditors to complete and deliver thirtieth (30th) day following the date on which the Statement was delivered to Sellers and the Buyer, unless the Buyer within 90 days after the Closing Date. (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price shall be increased by such amount, delivers written notice of its disagreement with such increase being payable in cash by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement (the "Determination Date"). The amount a “Notice of any such increase shall be allocated among the Sellers in proportion Disagreement”) to the allocation Seller prior to such date. Any Notice of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price Disagreement shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is received by the disputeSeller in a timely manner, within three then the Statement (3as revised in accordance with this sentence) shall become final and binding upon the Seller and the Buyer on the earlier of (i) the date the Seller and the Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the fourteen (14)-day period following the delivery of a Notice of Disagreement, the Seller and the Buyer shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. If at the end of such fourteen (14)-day period the Seller and the Buyer have not resolved in writing the matters specified in the Notice of Disagreement, then, no later than ten (10) days of the expiration of following such fifteen day fourteen (14)-day period, that the dispute be resolved by Seller and the Buyer shall submit to an independent nationally-recognized accounting firm that has no business relationship with either party (the "“Accounting Arbitrator"Firm”) selected by for resolution, in accordance with the party delivering the noticestandards set forth in this Section 2.6 (Purchase Price Adjustment), only matters that remain in dispute. The Accounting Arbitrator Firm shall review any disputed items be such nationally recognized independent public accounting firm as shall be agreed upon by the Seller and resolve any such disputes the Buyer in writing. The Seller and the Buyer shall use commercially reasonable efforts to cause the Accounting Firm to render a written decision resolving the matters submitted to the Accounting Firm within thirty (30) days of the date receipt of such submission, including by furnishing such information as may be reasonably requested. The scope of the disputes to be resolved by the Accounting Arbitrator Firm shall be limited to fixing mathematical errors and determining whether the items in dispute were determined in accordance with the Balance Sheet Rules and the Accounting Firm is retainednot to make any other determination, including any determination as to whether the Target Working Capital or Working Capital Estimate, as the case may be, are correct. The Accounting Firm’s decision of shall be based solely on written submissions by the Accounting Arbitrator Seller and the Buyer and their respective Representatives (and it shall not permit or authorize discovery or hear testimony) and not by independent review and shall be final and binding between on all of the parties hereto. The Accounting Firm may not assign a value greater than the greatest value for such item claimed by either party or smaller than the purpose smallest value for such item claimed by either party. Judgment may be entered upon the determination of determining the Accounting Firm in any Purchase Price adjustment pursuant court having jurisdiction over the party against which such determination is to this Section 2.3be enforced. The fees and expenses of the Accounting Arbitrator Firm incurred pursuant to this Section 2.6 (Purchase Price Adjustment) shall be borne one-half pro rata as between the Seller, on the one hand, and the Buyer, on the other hand, in proportion to the final allocation made by such Accounting Firm of the disputed items weighted in relation to the claims made by the Seller and the Buyer, such that the prevailing party pays the lesser proportion of such fees, costs and expenses. For example, if the Buyer claims that the appropriate adjustments are, in the aggregate, $1,000 greater than the amount determined by the Seller and one-half if the Accounting Firm ultimately resolves the dispute by Sellersawarding to the Buyer an aggregate of $300 of the $1,000 contested, then the fees, costs and expenses of the Accounting Firm will be allocated 30% (i.e., 300 ÷ 1,000) to the Seller and 70% (i.e., 700 ÷ 1,000) to the Buyer. (c) Upon the determination of the Final Working Capital, the Estimated Purchase Price shall be increased (any such increase, the “Seller Adjustment Amount”) by the amount, if any, that the Final Working Capital exceeds the Working Capital Estimate. The Estimated Purchase Price shall be decreased (any such decrease, the “Buyer Adjustment Amount”) by the amount, if any, that the Working Capital Estimate exceeds the Final Working Capital. In the event the Estimated Purchase Price is increased pursuant to the first sentence of this Section 2.6(c), the Buyer shall, within ten (10) Business Days after the Final Working Capital is determined, make payment by wire transfer of immediately available funds to MSK in the amount of the Seller Adjustment Amount. In the event the Estimated Purchase Price is decreased pursuant to the second sentence of this Section 2.6(c), MSK shall, within ten (10) Business Days after the Final Working Capital is determined, make payment by wire transfer of immediately available funds to the Buyer in the amount of the Buyer Adjustment Amount. Upon payment of the amounts provided in this Section 2.6(c), none of the parties hereto may make or assert any claim under this Section 2.6(c). (d) The parties shall, and shall cause their respective independent accountants to, cooperate and assist in the preparation of the calculations of the amount of Closing Working Capital and in the conduct of the audits and reviews referred to in this Section 2.6, including by making available to the extent necessary their respective books, records, work papers and personnel.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer shall cause the Company Within ten (10) Business Days prior to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (the "Auditors"), the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 days after the Closing Date. , and in no event less than five (c5) If Business Days before the Purchase Price Adjustment is Closing Date, Sellers shall prepare (in consultation and cooperation with Buyer) and deliver to Buyer a positive amountcertificate signed by the chief executive officer and chief financial officer of GHI (the “Closing Date Calculation Certificate”) setting forth Sellers’ best estimate, based on the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days standards of preparation of the date Adjustment Balance Sheet set forth in Section 2.3(b), of the delivery to Buyer of the Statement Adjusted Net Working Capital (the "Determination Date"“Estimated Adjusted Net Working Capital”), together with a worksheet showing in reasonable detail the components of such estimate. The Benchmark Adjusted Net Working Capital shall have the meaning set forth in Schedule 2.3(a). The amount “Estimated Aggregate Cash Consideration” shall mean (i) $55,000,000.00 minus (ii) the lesser of any such increase shall be allocated among (A) the Sellers in proportion to Maximum Estimated Reduction Amount and (B) the allocation excess, if any, of the Cash Amount payable at Benchmark Adjusted Net Working Capital over the Estimated Adjusted Net Working Capital minus (iii) the COBRA Reduction, if any. Sellers shall, concurrently with their delivery of the Closing as set forth on Exhibit 1 hereto. If Date Calculation Certificate, provide Buyer with copies of all materials used by Sellers and their representatives in the Purchase Price Adjustment is a negative amount, then determination of the Purchase Price shall be reduced by such amountEstimated Adjusted Net Working Capital, and the Sellers, shall pay promptly provide Buyer with such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) other financial information requested by Buyer. In the event that BuyerBuyer notifies Sellers, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice prior to the other specifying in reasonable detail Closing, that it disputes the nature amount of the disputeEstimated Adjusted Net Working Capital (such notice being referred to as an “Objection Notice”), within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator Buyer and Sellers shall review any disputed items and cooperate in good faith to resolve any such disputes within thirty (30) days dispute as promptly as practicable. If, prior to the Closing, Buyer and Sellers agree in writing to any changes to the Estimated Adjusted Net Working Capital, then the Estimated Adjusted Net Working Capital, as the case may be, shall be modified as so agreed. If as of 12:00 noon Minneapolis time on the Business Day prior to the Closing Date, Buyer and Sellers have not agreed in writing to the amount of the date Estimated Adjusted Net Working Capital, then, prior to the Accounting Arbitrator is retained. The decision Closing, Buyer may deliver to Sellers its good faith estimate of the Accounting Arbitrator shall be final and binding between Estimated Adjusted Net Working Capital (the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator shall be borne one-half by “Buyer and one-half by SellersEstimated Adjusted Net Working Capital”).

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer shall cause The Parties agree that, at Closing, the sum of the total consolidated current assets of the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. minus the sum the total consolidated current liabilities of the Company (the "Auditors"“Working Capital”) shall be equal to or greater than the average month-end working capital of the Company for months ended June 30, 2021 to June 30, 2022 (the “Target Working Capital”). The determination of Working Capital shall be calculated using the same methodologies, principles and procedures as set forth on Schedule 1.4(a), which shall be prepared and attached hereto no later than ten (10) days prior the Company's independent certified public accountants, Due Diligence Expiration Date. The Buyer and the Shareholder shall mutually agree upon the final Target Working Capital amount at least ten (10) days prior to audit in accordance with generally accepted accounting principles, consistently appliedthe “Due Diligence Expiration Date” (as hereinafter defined), and report on (with nothe same shall be a condition of Closing. (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 On or before ninety (90) days after the Closing DateBuyer shall deliver a calculation of the Working Capital at the Closing together with all work papers and other information reasonably required by the Shareholder to evaluate such calculations, and shall provide the Shareholder with reasonable access to Buyer’s financial personnel who were responsible for the preparation of the same in order for the Shareholder to discuss and evaluate such calculations, work papers and information. The Buyer and the Shareholder shall mutually agree upon the final Working Capital amount. (c) If the Purchase Price Adjustment is a positive amountParties fail to mutually agree upon the final Working Capital amount within thirty (30) days after the delivery of the calculation of the Working Capital that existed as of the Closing, the Purchase Price Parties shall submit the issues remaining in dispute to their respective accountants to resolve. In the event that the accountants cannot resolve, each accountant will submit a list of five (5) independent accountants to resolve this matter. The first names that match on the lists shall be increased appointed to resolve the issues remaining in dispute (the “Independent Accountants”) for resolution of the dispute, which Independent Accountants shall have not represented or been engaged by either of the Parties prior to the submission of the dispute, and the Parties hereby agree that neither shall be permitted to engage such amount, with such increase being payable in cash by Buyer within fifteen business days Independent Accountants for a period of five (5) years after the date of the delivery to Buyer submission of the Statement (the "Determination Date")dispute. The amount of any such increase shall be allocated among the Sellers in proportion If issues are submitted to the allocation of Independent Accountants for resolution, (i) the Cash Amount payable at Closing Independent Accountants shall use the same methodologies, principles and procedures as set forth on Exhibit 1 hereto. If Schedule 1.4(a); (ii) each Party shall furnish or cause to be furnished to the Purchase Price Adjustment is a negative amount, then Independent Accountants such work papers and other documents and information relating to the Purchase Price disputed issues as the Independent Accountants may request and are available to that Party and shall be reduced by such amount, and afforded the Sellers, shall pay such amount opportunity to Buyer in proportion present to the allocations Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (iii) the determination by the Independent Accountants, as set forth in Exhibit 1 a notice to be delivered by the Independent Accountants to the Shareholder and Buyer within fifteen thirty (1530) business days after the submission to the Independent Accountants of the Determination Dateissues remaining in dispute, shall be final, binding and conclusive on the Parties; and (iv) the fees and expenses of the Independent Accountants will be paid by Shareholder, on the one hand, and Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Shareholder or Buyer, respectively, bears to the aggregate amount actually contested by the Shareholder and Buyer. (d) In the event that Buyerthe Working Capital, on at Closing, is greater than the Target Working Capital (such excess, the “Excess Working Capital Amount”), the Purchase Price shall increase by an amount equal to one hand, or Seller Representative on the other, disagrees with the Statement, hundred percent (100%) of such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the otherExcess Working Capital Amount. In the event that the Working Capital, at Closing, is less than the Target Working Capital (such dispute cannot shortfall, the “Shortfall Working Capital Amount”), the Purchase Price shall decrease by an amount equal to one hundred percent (100%) of such Shortfall Working Capital Amount. The payment to be resolved, made by either the Buyer or Seller Representative can request, by the delivery of a notice Shareholder to the other specifying Party is the “Purchase Price Adjustment”. In order to secure the payment to the Buyer in reasonable detail the nature event of a Shortfall Working Capital Amount, the Shareholder hereby agrees that an amount shall be held-back in escrow at Closing (the “Shortfall Working Capital Account Holdback”), which amount shall be mutually agreed upon ten (10) days prior to the Due Diligence Expiration Date. The closing agent shall act as escrow agent in connection with the Shortfall Working Capital Account Holdback. (e) In the event that there is an Excess Working Capital Amount, the Buyer shall pay to the Shareholder such Excess Working Capital Amount within ten (10) days following final determination and the Shortfall Working Capital Account Holdback shall be released from escrow to the Shareholder. In the event that there is a Shortfall Working Capital Amount, all or a portion of the dispute, Shortfall Working Capital Account Holdback shall be released from escrow to Buyer within three ten (310) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review following final determination and any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator excess shall be final and binding between released from escrow to the parties Shareholder. In the event the Shortfall Working Capital Account Holdback is insufficient to fully compensate the Buyer for the purpose Shortfall Working Capital Amount, the Shareholder shall pay to the Buyer any additional amounts to cover such deficiency. (f) The provisions of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator 1.4 shall be borne one-half by Buyer and one-half by Sellerssurvive Closing.

Purchase Price Adjustment. 4.3.1. Within thirty (30) days following the Closing Date, the Purchaser shall prepare and deliver to the Seller the following preliminary statements (the “Preliminary Statements”), together with reasonable supporting documentation: (A) a statement of the Closing NWC (the “Preliminary Closing NWC”) and (B) a statement of the Closing Indebtedness (the “Preliminary Closing Indebtedness”). The Purchase Price Preliminary Statements shall be subject to adjustment as follows: (a) Buyer shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (the "Auditors"), the Company's independent certified public accountants, to audit prepared in accordance with generally accepted accounting principles, consistently applied, BR GAAP and report on (with no (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete definitions of Closing NWC and deliver the Statement to Sellers and Buyer within 90 days after the Closing DateIndebtedness contained herein. (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement (the "Determination Date")4.3.2. The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from following delivery to the Determination Date Seller of the Preliminary Statements to attempt review the Preliminary Statements, and to notify the Purchaser if it believes that (A) any of the Preliminary Statements contain mathematical or other errors or (B) the calculation of Closing NWC or Closing Indebtedness therein was not in accordance with the definition(s) thereof contained herein, and, in each case, Seller’s notice shall specify the reasons therefor in reasonable detail. If the Seller fails to properly notify the Purchaser of any such dispute with respect to any or all Preliminary Statements within such fifteen (15) day period, such Preliminary Statements and the amounts reflected therein shall be deemed final. In the event that the Seller shall so notify the Purchaser of any dispute, the Seller and the Purchaser shall cooperate in good faith to resolve such dispute as promptly as possible, and upon such resolution, if any, any adjustments to such Preliminary Statements and the amounts reflected therein shall be made in accordance with the otheragreement of the Purchaser and the Seller. 4.3.3. In If the event Purchaser and the Seller are unable to resolve any such dispute cannot be resolved, either Buyer within thirty (30) days (or such longer period as the Purchaser and the Seller Representative can request, by shall mutually agree in writing) of the Seller’s delivery of a notice to the other specifying in reasonable detail the nature of the disputesuch notice, within three (3) days of the expiration of such fifteen day period, that the dispute shall be resolved by an independent nationally-internationally recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") mutually selected by the party delivering Parties (the notice“Independent Accounting Firm”), and such determination shall be final and binding on the Parties. The Seller and the Purchaser will each bear fifty percent (50%) of the costs of the Independent Accounting Arbitrator Firm’s services. The Independent Accounting Firm shall review any disputed items and resolve any such disputes be instructed to use every reasonable commercial effort to perform its services within thirty (30) days of submission of the date the Accounting Arbitrator is retainedapplicable Preliminary Statement(s) to it and, in any case, as promptly as practicable after such submission. The decision Independent Accounting Firm shall (A) act as an expert in accounting, and not as an arbitrator, to resolve only the specific items in dispute by the Parties, (B) render its determination in accordance with this Agreement and otherwise in accordance with BR GAAP, (C) determine any adjustment to the Base Purchase Price for each disputed item within the range of values assigned to each such disputed item in the Preliminary Statements and the Seller’s notice delivered pursuant to Section 4.3.2, respectively, and (D) render its determination with respect to the items in dispute in a written report that specifies the conclusions of the Independent Accounting Arbitrator shall be final Firm as to each item in dispute and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3resulting adjustment. The fees Parties will furnish to each other and expenses of to the Independent Accounting Arbitrator shall Firm such work papers and other documents and information relating to the disputed items as the Independent Accounting Firm may reasonably request and are available to such Party (or its independent auditor) and will be borne one-half by Buyer afforded the opportunity to present to the Independent Accounting Firm any material related to the disputed items and one-half by Sellersto discuss the disputed items with the Independent Accounting Firm.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (the "Auditors"), the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within Within 90 calendar days after the Closing Date. (c) If , Buyer and the Shareholder Representative shall jointly prepare a statement reflecting the Purchase Price Adjustment is a positive and the calculation thereof (the "Final Statement"). Buyer shall provide the Shareholder Representative with access to copies of all work papers and other relevant documents to prepare and verify the entries contained in the Final Statement. Within ten calendar days following agreement between Buyer and the Shareholder Representative as to the Final (b) If disputes with respect to the preparation of the Final Statement arise, either party may submit the specific matters in dispute to Ernst & Young or such other nationally recognized independent accounting firm in Canada as may be approved by Buyer and the Shareholder Representative, which firm shall render its opinion as to such matters. Based on such opinion, such independent accounting firm will then send to Buyer and the Shareholder Representative its determination on the specific matters in dispute within 30 days of the submission of all facts regarding the dispute to such independent accounting firm, which determination shall be final and binding on the parties hereto. Within five calendar days after delivery of such opinion to Buyer and the Shareholder Representative, Buyer shall pay to Shareholders, in the same proportions as the Shareholders received the Estimated Purchase Price, the amount, if any, by which the Purchase Price exceeds the Estimated Purchase Price and the Shareholders, in the same proportions as the Shareholders received the Estimated Purchase Price, shall reimburse Buyer the amount, if any, by which the Estimated Purchase Price exceeds the Purchase Price. The fees and other costs charged by each party's own independent accounting firm shall be increased borne by such amount, with such increase being payable in cash party and the fees and other costs charged by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase independent accounting firm shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced borne by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative and the Shareholders, on the otherother hand, disagrees with equally. Unless the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, is directed by the delivery of a notice Shareholder Representative to make any payments to the other specifying Shareholders in reasonable detail a different manner, Buyer shall make any payments pursuant to this section to Reynolds, Mirth, Rich▇▇▇▇ & ▇arm▇▇, ▇▇unsel to the nature Shareholders, who shall be responsible for the distribution of such payments to the Shareholders. (c) The calculation of the dispute, within three (3) days Purchase Price for purposes of the expiration Final Statement shall be based on a combined consolidated balance sheet of such fifteen day period, that BMW Monarch and BMW Pump as of the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party end of the month during which the Closing occurs (the "Accounting ArbitratorClosing Balance Sheet") selected by the party delivering the notice). The Accounting Arbitrator Closing Balance Sheet shall review be prepared in a manner consistent with the March 31 Balance Sheet. For purposes of preparing the Closing Balance Sheet (i) all intercompany transactions by and between BMW Monarch and BMW Pump shall be eliminated and (ii) all indebtedness owed to any disputed items and resolve any such disputes within thirty (30) days of the date Shareholders or any affiliates of any Shareholders shall be eliminated. In addition, for purposes of preparing the Accounting Arbitrator is retained. The decision Closing Balance Sheet, (i) there shall be included as a liability an amount equal to 30% of any increase in Net Assets applicable to BMW Monarch from that which existed at Marc▇ ▇▇, ▇▇▇▇, (▇▇) ▇▇▇ intercompany and intraparty transactions and balances including sales, purchases and expenses, assets and liabilities between BMW Monarch and BMW Pump or any Subsidiary, Affiliate or Shareholder shall be eliminated, (iii) any unpaid or accrued bonuses and management fees shall be fully accrued as liabilities, including any Tax withholding relating thereto, (iv) all accrued and unpaid fees of any investment bankers, legal advisors, accountants or other consultants or Persons providing services to any of the Accounting Arbitrator Companies or their respective Subsidiaries shall be final and binding between the parties for the purpose fully accrued as a liability of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses BMW Monarch or BMW Pump as of the Accounting Arbitrator Closing Date notwithstanding that such obligations may not be required to be paid or accrued under GAAP until the Closing or after the Closing, (v) there shall not be borne oneany increases in assets due to the recognition of any non-half by Buyer cash income after March 31, 1997, other than in connection with sales of products and one-half by Sellers.services in the

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer For purposes of determining the aggregate cash amount to be paid by the Purchaser to the Sellers at the Closing pursuant to Section 2.5, not more than five Business Days, but in no event less than three Business Days, before the Closing, the Sellers shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. deliver to the Purchaser a statement setting forth in reasonable detail the Sellers’ estimate of Working Capital of the Business (the "Auditors"“Estimated Working Capital”), as of the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report close of business on (with nothe day immediately preceding the Closing Date. (b) The parties hereto consideration payable at the Closing (the “Closing Cash Consideration”) shall use their reasonable best efforts be an amount equal to cause (i) Base Cash Consideration, (ii) (A) plus, if Estimated Working Capital exceeds the Auditors Target Working Capital, an amount equal to complete the lesser of (1) the amount by which Estimated Working Capital exceeds the Target Working Capital and deliver (2) $5,000,000, or (B) minus, if the Statement Target Working Capital exceeds the Estimated Working Capital, an amount equal to Sellers and Buyer within the amount by which Target Working Capital exceeds the Estimated Working Capital. (c) Within 90 days after the Closing Date, the Sellers will prepare, or cause to be prepared, and deliver to the Purchaser a statement (the “Statement of Working Capital”) setting forth the Sellers’ calculation of the Working Capital, in each case as of the close of business on the day immediately preceding the Closing Date (the “Closing Working Capital”). (cd) Upon receipt from the Sellers, the Purchaser shall have 60 days to review the Statement of Working Capital (the “Review Period”). If the Purchase Price Adjustment is Purchaser disagrees with the Sellers’ computation of Closing Working Capital, the Purchaser may, on or prior to the last day of the Review Period, deliver a positive notice to the Sellers (the “Notice of Objection”), which sets forth its objections to the Sellers’ calculation of Closing Working Capital; provided, however, that the Notice of Objection shall include only objections based on (i) non-compliance with the accounting principles used in preparation of the illustrative calculation of Working Capital set forth on Section 1.1(d) of the Sellers Disclosure Schedule, or (ii) mathematical or factual errors in the computation of Closing Working Capital. Any Notice of Objection shall specify those items or amounts with which the Purchaser disagrees, together with a detailed explanation of the reasons for disagreement with each such item or amount, and shall set forth the Purchaser’s calculation of Closing Working Capital based on such objections. To the extent not set forth in the Notice of Objection, the Purchaser shall be deemed to have agreed with the Sellers’ calculation of all other items and amounts contained in the Statement of Working Capital. (e) Unless the Purchaser delivers the Notice of Objection to the Sellers within the Review Period, the Purchaser shall be deemed to have accepted the Sellers’ calculation of Closing Working Capital and the Statement of Working Capital shall be final, conclusive and binding on the parties hereto. If the Purchaser delivers the Notice of Objection to the Sellers within the Review Period, the Sellers and the Purchaser shall, during the 30 days following such delivery or any mutually agreed extension of such time period, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Closing Working Capital. If, at the end of such period or any mutually agreed extension thereof, the Purchaser and the Sellers are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to PricewaterhouseCoopers LLP (the “Independent Expert”) or, if such firm is unwilling or unable so to act, each of the Purchaser and the Sellers shall select one such firm and those two firms shall select a third firm, which third firm shall be the “Independent Expert”. The parties shall instruct the Independent Expert promptly to review this Section 2.6 and to determine, solely with respect to the disputed items and amounts so submitted, whether and to what extent, if any, the Closing Working Capital set forth in the Statement of Working Capital requires adjustment. The Independent Expert shall base its determination solely on written submissions by the Purchaser and the Sellers and not on an independent review. The Purchaser and the Sellers shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. The parties shall request that the Independent Expert deliver to the Purchaser and the Sellers, as promptly as practicable but in no event later than 45 days after its retention, a written report that sets forth its resolution of the disputed items and amounts and its calculation of Closing Working Capital; provided, however, that with respect to each disputed item in relation to the computation of the Closing Working Capital, the Independent Expert shall adopt the position of either the Sellers or the Purchaser with respect to such item. The decision of the Independent Expert shall be final, conclusive and binding on the parties. The costs and expenses of the Independent Expert shall be allocated between the parties based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. (f) Within three Business Days after Closing Working Capital has been finally determined pursuant to this Section 2.6: (i) if the Closing Working Capital is less than the Estimated Working Capital, the Sellers shall pay to the Purchaser, as an adjustment to the Purchase Price Price, in the manner and with interest as provided in this Section 2.6, an amount of cash equal to the difference between the Estimated Working Capital and Closing Working Capital; provided that any amount payable to Purchaser under this Section 2.6(f)(i) shall be increased reduced by such the amount, if any, by which Estimated Working Capital exceeded the Target Working Capital in excess of $5,000,000 but shall not be reduced to an amount less than zero; or (ii) if the Closing Working Capital exceeds the Estimated Working Capital, the Purchaser shall pay to the Sellers, in the manner and with interest as provided in this Section 2.6, an amount of cash equal to the difference between the Estimated Working Capital and the Closing Working Capital. Notwithstanding the foregoing, in no event shall the Purchaser pay to the Sellers under this Section 2.6(f)(ii) and Section 2.6(b)(ii), in the aggregate, an amount greater than $5,000,000. (g) Any payment required to be made pursuant to Section 2.6(f) shall be made by the party required to make such increase being payable payment by wire transfer of immediately available funds to an account designated in cash writing by Buyer within fifteen business days of the date of the delivery party entitled to Buyer of the Statement (the "Determination Date")receive such payment at least one Business Day prior to such transfer. The amount of any such increase payment shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the “prime rate” as published in the Wall Street Journal, Eastern Edition, in effect from time to time during the period from the Closing Date to but excluding the date of payment. Such interest shall be allocated among calculated daily on the Sellers in proportion to the allocation basis of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, year of 365 days and the Sellersactual number of days elapsed, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Datewithout compounding. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by Sellers.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer shall cause At least five (5) Business Days prior to the Closing Date, the Company shall deliver, or cause to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. be delivered, to the Buyer a reasonably detailed statement (the "Auditors"“Pre-Closing Statement”) setting forth (i) the Estimated Closing Cash, (ii) the Estimated Closing Indebtedness, (iii) the Estimated Working Capital, as well as the resulting Estimated Working Capital Excess (if any) or Estimated Working Capital Shortfall (if any), as the Company's independent certified public accountantscase may be, to audit (iv) the Estimated Transaction Expenses and (v) the resulting calculation of the Estimated Closing Consideration Amount, together with true, correct and complete copies of all work papers and other information and documentation used in accordance with generally accepted accounting principles, consistently applied, and report on (with nothe calculations set forth therein. (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 Within one hundred twenty (120) days after the Closing Date, the Buyer shall deliver to the Sellers’ Representative a statement (the “Closing Statement”) setting forth the Buyer’s good faith calculation of (i) the Closing Cash, (ii) the Closing Indebtedness, (iii) the Closing Working Capital, and (iv) the Closing Transaction Expenses, together with true, correct and complete copies of all work papers and other information and documentation used in the calculations set forth therein. (c) If The Closing Statement shall become final and binding upon the Purchase Price Adjustment is a positive amount, parties hereto at 5:00 p.m. Central Time on the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days of sixtieth (60th) day following the date on which the Closing Statement was delivered to the Sellers’ Representative (the “Disagreement Deadline”) unless the Sellers’ Representative delivers written notice of its disagreement with the delivery to Buyer of the Closing Statement (a “Notice of Disagreement”) to the "Determination Date")Buyer prior to such Disagreement Deadline. The amount Any Notice of Disagreement shall specify in reasonable detail (i) the nature of any disagreement so asserted, (ii) each item subject to such increase shall be allocated among disagreement (each, a “Disputed Item”), (iii) the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 heretoSellers’ Representative’s alternative calculations for each such Disputed Item, and (iv) supporting documentation therefor. If a Notice of Disagreement is not received by the Purchase Price Adjustment is a negative amountBuyer by the Disagreement Deadline, then the Purchase Price Closing Statement (as prepared by the Buyer) shall be reduced final and binding upon the Sellers and the Buyer. If a Notice of Disagreement is received by such amountthe Buyer by the Disagreement Deadline, then (A) the portions of the Closing Statement not subject to a Notice of Disagreement and not constituting Disputed Items shall be final and binding on the Buyer and the Sellers, and (B) the portions of the Closing Statement that are the subject of a Notice of Disagreement and constitute Disputed Items (as revised in accordance with this sentence) shall pay such amount to become final and binding upon the Sellers and the Buyer on the earlier of (x) the date the Sellers’ Representative and the Buyer resolve in proportion writing any differences they have with respect to the allocations set forth Disputed Items and (y) the date any Disputed Items are finally resolved in Exhibit 1 within fifteen writing by the Accounting Firm. During the thirty (1530) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by day period following the delivery of a notice Notice of Disagreement, the Sellers’ Representative and the Buyer shall seek in good faith to resolve in writing any differences that they may have with respect to the other specifying Disputed Items specified in reasonable detail the nature Notice of Disagreement. If at the dispute, within three (3) days of the expiration end of such fifteen thirty (30) day periodperiod the Sellers’ Representative and the Buyer have not resolved in writing the Disputed Items specified in the Notice of Disagreement, the Sellers’ Representative and the Buyer shall submit to the Accounting Firm only Disputed Items that remain in dispute from the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party Notice of Disagreement (the "Accounting Arbitrator") selected by the party delivering the notice“Remaining Disputed Items”). The Sellers’ Representative and the Buyer shall use reasonable efforts to cause the Accounting Arbitrator shall review any disputed items and resolve any such disputes Firm to render a written decision resolving the Remaining Disputed Items submitted to the Accounting Firm within thirty (30) days of the date receipt of such submission, including by executing such engagement letters and conflict waivers as may be reasonably required by the Accounting Arbitrator is retainedFirm. The decision scope of the disputes to be resolved by the Accounting Arbitrator Firm shall be final limited to fixing mathematical errors and binding between determining whether the parties for Remaining Disputed Items were determined in accordance with the purpose Balance Sheet Rules, to the extent applicable, and the terms of determining any Purchase Price adjustment pursuant to this Section 2.3Agreement, and no other matters. The fees and expenses Accounting Firm’s decision shall include the basis for its resolution of the Accounting Arbitrator shall Remaining Disputed Items and be borne one-half (1) based solely on written submissions by the Sellers’ Representative and the Buyer and one-half by Sellers.their respective Representatives (and it shall not permit or authorize discovery or other ex parte

Purchase Price Adjustment. (a) Within 90 days following the Closing Date, Buyer shall prepare and deliver to Seller its calculation (to be made in accordance with the terms of Section 1.2) of the Cash Obligation Liabilities Excess Amount (if any), the Cash Amount and the Accrued Unfunded Pension Liability (the “Proposed Closing Statement” and, in its final and binding form after resolution of any disputes pursuant to this Section 1.4(a), the “Actual Closing Statement”) and the adjusted Closing Purchase Price resulting from the Proposed Closing Statement, together with a copy of all supporting work papers (including schedules, memoranda and other documents) utilized in the preparation of the Proposed Closing Statement and the calculation of the Closing Purchase Price, and Seller shall have a period of 30 days (the “Objection Period”) after delivery of the Proposed Closing Statement in which to provide written notice to Buyer of any objections thereto (the “Objection Notice”), setting forth the specific item of the Proposed Closing Statement to which each such objection relates and the basis for each such objection in reasonable detail. The Proposed Closing Statement and the resulting Closing Purchase Price shall be deemed to be accepted by Seller, and shall become final and binding on the parties, on the later of the expiration of the Objection Period or the date on which all objections have been resolved by the parties or the Accountant (as defined below) pursuant to this Section 1.4(a). If Seller gives any such Objection Notice within the Objection Period, then Seller and Buyer shall attempt in good faith to resolve any dispute concerning the item(s) subject to adjustment such Objection Notice as follows: (a) soon as practicable. If Seller and Buyer do not resolve any dispute arising in connection with the Proposed Closing Statement within the time period specified below, such dispute shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (the "Auditors"), the Company's independent certified public accountants, to audit be resolved in accordance with generally accepted accounting principles, consistently applied, and report on (with nothe procedures set forth in Section 1.4(b) below. (b) If Buyer and Seller have not been able to resolve a dispute within 30 days after the date of delivery of the Objection Notice, which 30 day period may be extended by written agreement of Buyer and Seller (such period, as it may be extended, the “Initial Resolution Period”), the parties shall submit such dispute to, and such dispute shall be resolved fully, finally and exclusively by a mutually agreeable nationally recognized independent accounting firm (the “Accountant”). The parties hereto fees and expenses of Accountant incurred in the resolution of such dispute shall be borne equally by Buyer and Seller. Buyer and Seller shall use their respective reasonable best efforts to cause the Auditors Accountant to complete and deliver the Statement issue a written determination to Sellers Seller and Buyer as promptly as practicable, but in any event within 90 days after 30 days, following the date on which the Proposed Closing Statement is delivered to the Accountant, with such determination based on the written submissions and other information requested by the Accountant related to the disputed items that have been submitted by the parties to the Accountant, as to whether and to what extent (if any) the Proposed Closing Statement and resulting adjustment in the Closing DatePurchase Price require adjustment. The parties shall instruct the Accountant to, and shall use their respective best efforts to cause the Accountant to, make its determination in a manner consistent with Section 1.2(c) hereof. Such written determination shall provide a written explanation in reasonable detail of each such required adjustment, including the basis therefor. All negotiations pursuant to this Section 1.4(b) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and all negotiations, submissions to the Accountant, and arbitration proceedings under this Section 1.4(b) shall be treated as confidential information. The Accountant shall be bound by a mutually agreeable confidentiality agreement. The procedures of this Section 1.4(b) are exclusive and the determination of the Accountant shall be final, non-appealable and binding on the parties. The decision rendered pursuant to this Section 1.4(b) may be filed as a judgment in any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 1.4(b). The other party’s only defense to such a request for specific enforcement or other legal action shall be fraud by or on the part of the Accountant. Absent such fraud, such other party shall reimburse the party seeking enforcement for its Third Party Expenses (as defined in Section 11.2 hereof) related to such enforcement. (c) If Promptly after the Actual Closing Statement, the Adjustments and the resulting Closing Purchase Price Adjustment is a positive amountcalculated with reference thereto become final and binding on the parties under subsections (a) and (b) of this Section 1.4, the Estimated Closing Purchase Price shall be increased recalculated by giving effect to such amountfinal and binding amounts (as recalculated, with such increase being payable in cash by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement (the "Determination Date"“Final Closing Purchase Price”). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (di) In If the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Estimated Closing Purchase Price adjustment pursuant is greater than the Final Closing Purchase Price, Seller shall pay to this Section 2.3. The fees and expenses Buyer within one business day by wire transfer of immediately available funds, the Accounting Arbitrator amount by which the Estimated Closing Purchase Price exceeds the Final Closing Purchase Price. (ii) If the Estimated Closing Purchase Price is less than the Final Closing Purchase Price, Buyer shall be borne one-half pay to Seller within one business day by Buyer and one-half wire transfer of immediately available funds, the amount by Sellerswhich the Final Closing Purchase Price exceeds the Estimated Closing Purchase Price.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Within 60 calendar days after the Closing Date, the Buyer shall cause the Company to prepare and deliver to the Seller a statement reflecting the Cash Purchase Price and the calculation thereof (the "Final Statement"). The Buyer shall provide the Seller with access to copies of all work papers and other relevant documents to verify the entries contained in the Final Statement. The Seller shall have a period of 15 calendar days after delivery to it of the Final Statement to review it and make any objections the Seller may have in writing to the Buyer. If written objections to the Final Statement are delivered to the Buyer within such 15 day period, then the Buyer and the Seller shall attempt to resolve the matter or matters in dispute. If no written objections are made within the time period provided above, the Buyer shall pay to the Seller in same day funds the aggregate amount, if any, by which the Cash Purchase Price exceeds the Closing Payment and the Seller shall pay to the Buyer in same day funds the aggregate amount, if any, by which the Closing Payment exceeds the Cash Purchase Price, in each case within five calendar days after the end of such 15 day period. (b) If disputes with respect to the Final Statement cannot be resolved by the Buyer and the Seller within 15 calendar days after the delivery of the objections to the Final Statement, then the specific matters in dispute shall be submitted to Arth▇▇ Ande▇▇▇e▇▇▇▇ ▇.▇.P. (▇ or such other independent accounting firm as may be approved by the "Auditors")Buyer and the Seller, the Company's which firm shall render its opinion as to such matters. Based on such opinion, such independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 days after the Closing Date. (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion firm will then send to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, Buyer and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, Seller its determination on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying specific matters in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator which determination shall be final and binding between on the parties for hereto. Within five calendar days after delivery of such opinion to the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by Sellers.the Seller, the Buyer shall pay to the Seller

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (the "Auditors"), the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 days after the Closing Date. (c) If the Purchase Price Adjustment as finally determined in accordance with this Section 2.03 is a positive amountless than the Estimated Purchase Price, the Seller shall pay, or shall cause to be paid, to US Bidco the total amount of such deficit, and if the Purchase Price as finally determined in accordance with this Section 2.03 exceeds the Estimated Purchase Price, US Bidco shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days of pay to the date of Seller the delivery to Buyer of the Statement (the "Determination Date"). The total amount of any such increase shall be allocated among the Sellers excess, in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can requestcase, by wire transfer of immediately available U.S. dollar funds to an account designated by the delivery of a notice to the other specifying in reasonable detail the nature of the disputeParty receiving payment, within three (3) days Business Days after the final determination of the expiration Purchase Price pursuant to this Section 2.03. (b) As promptly as practicable (and, in any event, not later than 11:59 p.m. New York time on the date that is ninety (90) days from the Closing Date), the Purchaser Entities shall prepare and deliver to the Seller (A) a statement (the “Closing Statement”) setting forth the Purchaser Entities’ calculation of: (i) Working Capital as of the Adjustment Measurement Time; (ii) Indebtedness as of immediately prior to Closing; (iii) Cash as of the Adjustment Measurement Time; and (iv) the Purchase Price, and (B) an unaudited, consolidated balance sheet of the Target Group Entities. For purposes of preparing and reviewing the Closing Statement or any Disagreement Notice, the Parties agree to provide each other and their respective Representatives, upon reasonable advance notice, reasonable access during normal business hours to their respective books, records and personnel to the extent relating to the Business throughout the periods during which the Closing Statement is being prepared or evaluated and any disputes that may arise under this Section 2.03 are being resolved; provided that (A) the foregoing shall not require a Party to provide, and shall not entitle any opposing Party or any of its Representatives to, access any information or materials that are subject to any attorney-client, work product or other similar privilege if providing such access would jeopardize such privilege and (B) any access to information or materials shall be subject to restrictions under applicable Law and Contracts and, if requested, the execution of customary workpaper access letters. If the Seller disagrees with the determination of the Closing Statement, the Seller shall notify the Purchaser Entities in writing of such fifteen day perioddisagreement not later than 11:59 p.m. New York time on the date that is forty-five (45) days from the date on which the Closing Statement was delivered to the Seller, that which written notice shall set forth any such disagreement in reasonable detail (“Disagreement Notice”), together with reasonable supporting documentation. If the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected Seller fails to deliver a Disagreement Notice by the party delivering date and time set forth in the noticeimmediately prior sentence, the Seller shall be deemed to have accepted the Closing Statement delivered by the Purchaser Entities, and such Closing Statement shall be final and binding on the Parties for all purposes hereunder. In no event shall the Seller be entitled to submit more than one (1) Disagreement Notice and matters included in the calculations in the Closing Statement to which the Seller does not object in the Disagreement Notice shall be deemed accepted by the Seller, shall be deemed final and binding on the Parties and shall not be subject to further dispute or review. (c) The Accounting Arbitrator shall review Seller and the Purchaser Entities will negotiate in good faith to resolve the matters pertaining to the Disagreement Notice, and all such discussions related thereto will (unless otherwise agreed in writing by the Purchaser Entities and the Seller) be governed by Rule 408 of the Federal Rules of Evidence and any disputed items applicable similar state rule, but if the Purchaser Entities and the Seller are unable to so resolve any such disputes disagreement within thirty (30) days after delivery by the Seller of a Disagreement Notice, the Purchaser Entities and the Seller shall jointly appoint KPMG, or if KPMG is unable or unwilling to accept such engagement, the Purchaser Entities and the Seller shall jointly select another mutually acceptable nationally recognized firm of independent certified public accountants and experts in the United States in this matter, the retention of which will not give rise to present or potential future auditor independence problems for the Seller, the Purchaser Entities or any of their respective Affiliates, as determined in the reasonable discretion of the date Seller and the Purchaser Entities, to resolve such disagreement (KPMG or the firm so selected, as applicable, the “Accounting Firm”). The Parties shall instruct the Accounting Arbitrator is retainedFirm to consider only those items and amounts set forth in the Closing Statement as to which the Seller has disagreed pursuant to a Disagreement Notice and for which the Purchaser Entities and the Seller have not resolved such disagreement (“Disputed Items”). Neither the Purchaser Entities nor the Seller shall have any ex parte communications with the Accounting Firm. The decision Accounting Firm will act as an expert and not as an arbitrator and the scope of the disputes to be resolved by the Accounting Arbitrator Firm shall be limited to whether the Closing Statement was prepared in accordance with the terms hereof (including the Accounting Principles), and whether there were mathematical errors in the calculation of the Closing Statement, and the Accounting Firm shall not make any other determination. The Accounting Firm shall make its determination based solely on written submissions provided by the Purchaser Entities and the Seller and not pursuant to any independent review. In resolving any such disagreement, the Accounting Firm may not assign a value to an item greater than the greatest value for such item claimed by the Purchaser Entities in the Closing Statement or by the Seller in the Disagreement Notice or less than the lowest value for such item claimed by the Purchaser Entities in the Closing Statement or by the Seller in the Disagreement Notice. The Purchaser Entities and the Seller shall use commercially reasonable efforts to cause the Accounting Firm to deliver to all Parties, as promptly as practicable, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement along with reasonable details of the basis for the Accounting Firm’s determination with respect to each Disputed Item. Such report shall be final and binding between upon the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3Parties, absent fraud or manifest error. The fees fees, costs and expenses of the Accounting Arbitrator Firm arising in connection with this Section 2.03 shall be borne one-half by Buyer the Parties in such proportion to reflect the relative amount of each Party’s determination that has been modified pursuant to the Accounting Firm’s report. For example, if the Seller claims in the Disagreement Notice that it is entitled to an adjustment payment of $100,000, but the Accounting Firm determines that the Seller has a valid claim for only $30,000, then the Purchaser Entities shall bear thirty percent (30%) of the fees, costs and one-half by Sellersexpenses of the Accounting Firm and the Seller shall bear the other seventy percent (70%) of such fees, costs and expenses.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer No later than five Business Days prior to the anticipated Closing Date, Seller shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. deliver to Buyer a written statement (“Seller Closing Statement”) setting forth the "Auditors"Base Purchase Price and Seller’s good faith estimates of the calculations of (i) the Closing Inventory Adjustment Amount, (ii) the Closing Indebtedness, (iii) 50% of the Regulatory Filing Expenses under the HSR Act paid by Buyer to the applicable United States Governmental Entity pursuant to Section 7.1(b), (iv) $1,000,000 and (v) the Company's independent certified public accountantsresulting calculation of the Closing Purchase Price, to audit in each case, prepared in accordance with generally accepted accounting principlesthe Accounting Principles to the extent applicable, consistently appliedtogether with reasonably detailed supporting information for the estimates and calculations contained therein, and report on (with nothe calculations in the Seller Closing Statement shall be used for purposes of the payments to be made pursuant to Section 3.2. (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within As soon as reasonably practicable, but no later than 90 days after following the Closing Date. , Buyer shall prepare and deliver to Seller, a written statement (c“Buyer Closing Statement”) If setting forth the Base Purchase Price and Buyer’s good faith calculation of (i) the Closing Inventory Adjustment is a positive amountAmount, (ii) the Purchase Price shall be increased by such amountClosing Indebtedness, with such increase being payable in cash (iii) 50% of the Regulatory Filing Expenses under the HSR Act paid by Buyer within fifteen business days to the applicable United States Governmental Entity pursuant to Section 7.1(b), (iv) $1,000,000, and (v) the resulting calculation of the date of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers Closing Purchase Price, in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amounteach case, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer prepared in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees accordance with the StatementAccounting Principles, such party shall have fifteen (15) days from together with reasonably detailed supporting information for the Determination Date to attempt to resolve such dispute with the othercalculations contained therein. In the event Buyer does not deliver the Buyer Closing Statement within such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen 90-day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator then Buyer shall be deemed to have accepted the Seller Closing Statement and the calculations set forth therein, which shall be conclusive, final and binding between on all the parties hereto for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by Sellersall purposes hereunder.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer Within sixty (60) days after the Closing, the Seller shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. deliver to the Buyer a written statement, together with supporting work papers with respect to the calculation of the amounts set forth therein (the "AuditorsAdjustment Statement"), which reflects (i) the Company's independent certified public accountantsCapital Expenditures Adjustment Amount, to audit (ii) the Working Capital Adjustment Amount and (iii) the Cash Adjustment Amount (the sum of such amounts as set forth on the Adjustment Statement shall be the "Adjustment Amount"). The items reflected in the Adjustment Amount shall be determined in accordance with generally accepted accounting GAAP applied on the same basis, and using the same principles, consistently appliedpolicies and methods as the Seller has applied and used in connection with the determination of the items reflected in the Estimated Adjustment Amount (including the Target Working Capital Amount). The Buyer agrees to cooperate with the Seller in connection with the preparation of the Adjustment Statement and related information, and report on (with noshall provide to the Seller and the Seller's Representatives such books, records, information, and access to such of the Companies' employees and properties during normal business hours, as may be reasonably requested from time to time by the Seller. (b) The parties hereto Buyer may dispute the Adjustment Amount, the Adjustment Statement and the items reflected therein; provided, however, that the Buyer shall use their reasonable best efforts to cause notify the Auditors to complete Seller in writing of any disputed amounts, and deliver provide a reasonably detailed description of the Statement to Sellers and Buyer basis of such dispute, within 90 sixty (60) days after the Closing Date. (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days Buyer's receipt of the date of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice dispute with respect to the other specifying in reasonable detail Adjustment Amount, the nature of Buyer and the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved Seller shall attempt to reconcile their differences and any resolution by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review them as to any disputed items amounts shall be final, binding and resolve conclusive on the parties. If the Buyer and the Seller are unable to reach a resolution of any such disputes differences within thirty (30) days after the Seller's receipt of the date Buyer's written notice of dispute, the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Arbitrator is retainedFirm, which shall be instructed to determine and report to the parties, within thirty (30) days after such submission, a resolution of such remaining disputed amounts, and such resolution shall be final, binding and conclusive on the parties hereto with respect to the remaining amounts disputed. The decision fees and disbursements of the Independent Accounting Arbitrator Firm shall be final and binding allocated between the Buyer and the Seller so that the Buyer's share of such fees and disbursements shall be in the same proportion that the aggregate amount of such remaining disputed amounts so submitted to the Independent Accounting Firm that is unsuccessfully disputed by the Buyer (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed amounts so submitted by the Buyer to the Independent Accounting Firm. For the avoidance of doubt, the Adjustment Amount shall be deemed to be modified to the extent of any changes thereto that become final, binding and conclusive on the parties for based on mutual agreement or a determination of the purpose Independent Accounting Firm in accordance with this Section 3.2(b). (c) Within ten (10) Business Days after the date on which the Buyer's written notice of determining dispute is required to be delivered in accordance with Section 3.2(b), (i) the Buyer shall pay to the Seller an amount equal to the sum of all undisputed portions of the Adjustment Amount reflected in the Seller's Adjustment Statement if the sum of such undisputed portions is a positive number, or (ii) the Seller shall pay to the Buyer an amount equal to the amount by which the sum of all undisputed portions of the Adjustment Amount reflected in the Seller's Adjustment Statement is less than zero, if the sum of such undisputed portions is less than zero. If there is a dispute with respect to any Purchase Price adjustment amount on the Adjustment Statement or the Adjustment Amount, within five (5) Business Days after the final determination of all such disputed amounts in accordance with Section 3.2(b), the Buyer shall pay to the Seller an amount equal to the disputed portion of the Adjustment Amount as finally determined to be payable with respect to the Adjustment Statement in accordance with Section 3.2(b) if such amount is a positive number; provided, however, that if such finally determined portion is less than zero, then the Seller shall pay to the Buyer the amount by which such amount is less than zero. All payments made pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator 3.2(c) shall be borne one-half paid together with interest thereon for the period commencing on the Closing Date through the date of payment, calculated at the prime rate of Citibank, N.A. in effect on the Closing Date, in cash by Buyer and one-half by Sellerswire transfer of immediately available funds.

Purchase Price Adjustment. The Purchase Price shall be subject to ------------------------- adjustment after the Closing as followsspecified in this Section 2.04: (a) Buyer Within 15 days after the Closing Date, the Seller shall cause deliver to the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. Purchaser a schedule of Inventory (the "AuditorsInventory Schedule")) of the Seller as of the Closing Date. At the Purchaser's discretion, the CompanyInventory Schedule shall be based on a complete physical inventory of the Seller taken by the Seller and Purchaser immediately prior to the Closing. The Purchaser and the Seller shall permit the other and the other's independent certified public accountants, Representatives to audit in accordance with generally accepted accounting principles, consistently appliedhave full and complete access to, and report on (with noto examine, all work papers of or relating to the Seller for the periods prior to the Closing which are in its possession and which work papers and schedules are or were necessary to prepare and/or review the Inventory Schedule. (b) The parties hereto Purchaser may dispute the Inventory Schedule and the amounts reflected therein (each, a "Disputed Item"); provided, however, the Purchaser shall use their reasonable best efforts notify the Seller in writing of each Disputed Item, and specify the amount thereof in dispute, the basis therefor and the amount that the Purchaser believes to cause be the Auditors to complete and deliver the Statement to Sellers and Buyer correct amount, within 90 30 days after receipt of the Closing DateInventory Schedule. The failure by the Purchaser to deliver such a notice of Disputed Items to the Seller within such 30-day period shall constitute the Purchaser's acceptance of all the items in the Inventory Schedule. In addition, any items in the Inventory Schedule not disputed by the Purchaser in such 30-day period pursuant to such written notice shall be deemed to have been accepted by the Purchaser. (c) If the Purchase Price Adjustment is a positive amountwritten notice of Disputed Items shall be timely delivered pursuant to paragraph (b) above, the Purchase Price shall be increased by such amountSeller and the Purchaser shall, with such increase being payable in cash by Buyer within fifteen business during the 20 days of following the date of the such delivery to Buyer of the Statement (the "Determination DateResolution Period"), negotiate in good faith (with the assistance of their respective independent accountants) to resolve the Disputed Items and agree to any resulting changes to the Inventory Schedule. If, at the end of such Resolution Period, the parties have been unable to reach agreement, the Seller and the Purchaser shall refer all unresolved Disputed Items to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or to any other "big five" independent accounting firm (or any of their successors) as the Seller and the Purchaser shall mutually agree upon (the "Independent Accountant"). The Independent Accountant shall make a determination with respect to each unresolved Disputed Item within 15 days after its engagement by the Seller and the Purchaser to resolve such Disputed Items, which determination shall be made in accordance with this Section 2.04(c). The Independent Accountant shall deliver to the Seller and the Purchaser, within such 15 day period, (i) a report setting forth its adjustments, if any, to the Inventory Schedule and the calculations supporting such adjustments to the Inventory Schedule and (ii) schedule resulting from the application of such adjustments (the "Adjusted Inventory Schedule"). Such report and the Adjusted Inventory Schedule shall be final, binding on the parties hereto and conclusive. The costs incurred in connection with the engagement of the Independent Accountant shall be borne by the party whose calculation of Final Inventory is further (such differences calculated in the aggregate without regard for the netting effects of overstatements and understatements) from the amounts for such items on the Adjusted Inventory Schedule. (d) If the amount of Final Inventory plus any such increase shall be allocated among cash proceeds from the Sellers in proportion sale of Inventory delivered by Seller to Purchaser at the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amountless than $3,000,000, then the Purchase Price shall be reduced decreased by the amount of such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Datedifference. (de) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery For all purposes of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by Sellers.2.04:

Purchase Price Adjustment. The 5.3.1 If following a final determination of the Purchase Price components set forth in Section 5.1 pursuant to the procedure provided for in Section 6 the Purchase Price is: (1) higher than the Preliminary Purchase Price, the Purchasers shall pay to the Seller an amount equal to the amount by which the Purchase Price exceeds the Preliminary Purchase Price; (2) lower than the Preliminary Purchase Price, the Seller shall pay to the Purchasers an amount equal to the amount by which the Preliminary Purchase Price exceeds the Purchase Price. For the avoidance of doubt, the fact that the India Escrow Amount and China Escrow Amount may or may not have been, or is to be, released to Purchasers or Seller, and any receivable or payable created by implementation of Section 15 shall be subject ignored for these purposes, i.e. it shall not affect the determination of the final Purchase Price. ▇▇▇▇▇▇-Standard Project Falcon / SPA 09 June 2007 5.3.2 Any such amount to adjustment be paid by either Purchasers or Seller ("PURCHASE PRICE ADJUSTMENT") shall be paid, plus interest at a rate of 5 % p.a. (on a 360 day year basis) from the Closing Date until the date of payment, as follows: (a1) Buyer any Purchase Price Adjustment owed by the Purchasers shall cause be paid by the Company to prepare Purchasers within five (5) Business Days after the Closing Date Balance Sheet has become final and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (binding upon the "Auditors"), Seller and the Company's independent certified public accountants, to audit Purchasers in accordance with generally accepted accounting principles, consistently applied, and report on (with noSection 5.4 below into the Seller's Account; and (b2) The parties hereto any Purchase Price Adjustment owed by the Seller shall use their reasonable best efforts to cause be paid by the Auditors to complete and deliver the Statement to Sellers and Buyer Seller within 90 days five (5) Business Days after the Closing Date. (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that Balance Sheet has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be become final and binding between upon the parties for Seller and the purpose of determining any Purchase Price adjustment pursuant to this Purchasers in accordance with Section 2.3. The fees and expenses of 5.5 below into the Accounting Arbitrator shall be borne one-half by Buyer and one-half by SellersPurchasers' Account.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer Within sixty (60) days following the Closing Date, Buyers shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. deliver to Sellers’ Representative a statement (the "Auditors"), “Closing Statement”) setting forth Buyers’ calculation of the Company's independent certified public accountants, to audit CDM Purchase Price and the CDE Purchase Price and each of their respective components. The CDM Purchase Price and the CDE Purchase Price and each of their respective components shall each be calculated in accordance with generally accepted accounting principles, consistently applied, the Agreed Accounting Principles and report on (in a manner consistent with no (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 days after the Closing Date. (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price shall be increased by such amount, with such increase being payable applicable definitions contained in cash by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement (the "Determination Date")this Agreement. The amount of any such increase Closing Statement shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying specify in reasonable detail the nature and amount of any difference between the disputeEstimated Closing Statement and the Closing Statement, within three (3) days of and for each such difference, Buyers shall provide supporting documentation, including calculations, working papers and similar documents. During the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days immediately following Sellers’ Representative’s receipt of the date Closing Statement, Buyers shall (i) provide Sellers’ Representative and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior written notice to the Accounting Arbitrator is retained. The decision books and records of the Accounting Arbitrator Business and to senior management personnel of Buyers, in each case to the extent reasonably requested by Sellers’ Representative or any of its Representatives in connection with their review of the Closing Statement, and (ii) cooperate with Sellers’ Representative and its Representatives in connection with their review of the Closing Statement. (b) The Closing Statement, the CDM Purchase Price, the CDE Purchase Price and each of their respective components set forth thereon shall be become final and binding between upon the parties for thirty (30) days following Sellers’ Representative’s receipt thereof unless Sellers’ Representative gives written notice of its disagreement (a “Notice of Disagreement”) to Buyers prior to such date; provided that (i) the purpose of determining any CDM Purchase Price adjustment pursuant and the CDE Purchase Price and each of their respective components set forth thereon shall become final and binding upon the parties upon Sellers’ Representative’s delivery, prior to this Section 2.3. The fees and expenses the expiration of such thirty (30)-day period, of written notice to Buyers of its acceptance of the CDM Purchase Price and the CDE Purchase Price and each of their respective components set forth thereon, (ii) except to the extent addressed by a duly delivered Notice of Disagreement prior to the expiration of such thirty (30)- day period, the Closing Statement, the CDM Purchase Price, the CDE Purchase Price and each of their respective components set forth thereon, shall become final and binding upon the parties upon Sellers’ Representative’s delivery of a Notice of Disagreement, and (iii) a Notice of Disagreement may only include disagreements based on (A) the failure of the CDM Closing Cash-on-Hand, CDM Closing Indebtedness, Closing Net Working Capital, CDE Closing Cash-on-Hand or CDE Closing Indebtedness in each case as reflected on the Closing Statement, to be calculated in accordance with the Agreed Accounting Arbitrator Principles and in a manner consistent with the applicable definitions contained in this Agreement and/or (B) mathematical errors in the computation of the CDM Closing Cash-on-Hand, CDM Closing Indebtedness, Closing Net Working Capital, CDE Closing Cash-on-Hand, CDE Closing Indebtedness, the CDM Purchase Price or the CDE Purchase Price. Any Notice of Disagreement shall be borne one-half by Buyer specify in reasonable detail the nature and one-half by Sellers.amount of any disagreement so asserted for each disputed item within each component of the Closing

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer Not more than ten (10) nor less than two (2) Business Days prior to the Closing Date, Seller shall cause the Company deliver to prepare Purchaser a reasonably detailed estimate, prepared in good faith and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (the "Auditors"), the Company's independent certified public accountants, to audit in accordance with generally accepted the accounting policies, principles, consistently appliedpractices and methodologies used in the preparation of the Financial Statements, and report on of the Retained Liabilities as of the Closing Date (with nothe “Retained Liabilities Statement”). (b) The parties hereto Upon delivery of the Retained Liabilities Statement, to the extent in the possession or control of Seller, Seller will provide to Purchaser and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the books and records of Seller, to the extent reasonably related to its evaluation of the Retained Liabilities Statement, and shall cause the employees of Seller to cooperate with Purchaser and its Representatives in connection with Purchaser’s review of the Retained Liabilities Statement and other documents and information relating to Seller’s calculation of the Retained Liabilities as Purchaser may request. If Purchaser shall disagree with the calculation of the Retained Liabilities or any element of the Retained Liabilities Statement relevant thereto, it shall notify Seller of such disagreement in writing within sixty (60) days after its receipt of the Retained Liabilities Statement, which notice shall set forth in reasonable detail the particulars of such disagreement. In the event that Purchaser does not provide such a notice of disagreement within such sixty (60) day period, Purchaser shall be deemed to have accepted the Retained Liabilities Statement and the calculation of the Retained Liabilities delivered by Seller, which shall be final, binding and conclusive for all purposes hereunder. In the event a notice of disagreement is timely provided by Purchaser, Purchaser and Seller shall use their commercially reasonable best efforts for a period of twenty (20) days (or such longer period as they may mutually agree) to cause resolve any disagreements with respect to the Auditors calculation of the Retained Liabilities. If, at the end of such period, they are unable to complete resolve such disagreements, then an Auditor shall resolve any remaining disagreements. If Purchaser and Seller cannot mutually agree on the choice of the Auditor, then Purchaser shall deliver to Seller a list of three independent accounting firms of national standing in the Statement United States and Seller shall select one of such three accounting firms to Sellers and Buyer within 90 days after act as the Auditor. The Auditor shall determine the Retained Liabilities as of the Closing Date. (c) If the Purchase Price Adjustment is a positive amountDate as promptly as practicable, the Purchase Price shall be increased by such amount, with such increase being payable but in cash by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 event within fifteen (15) business days of after the Determination Date. date on which such dispute is referred to the Auditor, based solely on written submissions forwarded by Purchaser and Seller to the Auditor within ten (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (1510) days from following the Determination Date Auditor’s selection, and such Retained Liabilities amount, which shall be equal to attempt to resolve such dispute or between Seller’s and Purchaser’s calculations with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice respect to the other specifying Retained Liabilities, in reasonable detail the nature of the disputeaggregate, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final final, binding and binding between the parties conclusive for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3all purposes hereunder. The fees and expenses of the Accounting Arbitrator Auditor shall be borne paid one-half by Buyer Purchaser and one-half by SellersSeller. (c) Within five (5) Business Days following the final determination of the Retained Liabilities in accordance with this Section 2.07, (i) in the event that the Final Retained Liabilities Amount exceeds the Preliminary Retained Liabilities Amount, Seller shall pay to Purchaser the amount of such excess in cash or immediately available funds, and (ii) in the event that the Preliminary Retained Liabilities Amount exceeds the Final Retained Liabilities Amount, Purchaser shall pay to Seller the amount of such excess in cash or immediately available funds. The “Final Retained Liabilities Amount” means an amount equal to the Retained Liabilities as finally determined in accordance with this Section 2.07.

Purchase Price Adjustment. (a) The Buyer shall within 45 calendar days after the Closing Date, prepare or cause to be prepared a balance sheet of the Seller of the Closing Date (the "Statement") and shall deliver such Statement to the Representative. The Buyer shall provide the Representative with access to copies of all work papers and other relevant documents to verify the information contained in the Statement. The Statement shall be prepared in accordance with GAAP. The Representative shall have a period of 10 calendar days after delivery to him of the Statement to review it and make any objections in writing to the Buyer. If written objections to the Statement are delivered to the Buyer within such 10-day period, then the Buyer and the Representative shall attempt to resolve the matter or matters in dispute. If no written objections are made within the time period provided above, the Statement shall become final and binding on the parties hereto and the Purchase Price shall be subject adjusted as described in clause (c) below. (b) If disputes with respect to adjustment the Statement cannot be resolved by the Buyer and the Representative within 15 calendar days after the delivery of the objections to the Statement, then either party with notice to the other party may submit the specific matters in dispute to Ernst & Young LLP or such other recognized independent accounting firm as followsmay be approved by the Buyer and the Representative, which firm shall render its opinion as to such matters. Based on such opinion, such accounting firm will then send to the Buyer and the Representative its determination in writing on the specific matters in dispute, including any resulting revisions to the Statement, which determination shall be final and binding on the parties hereto. The Statement, including revisions, if any, made by such accounting firm, shall then become final and binding on the parties hereto and the Purchase Price shall be adjusted as described in clause (c) below. The fees and other costs charged by the independent accounting firm shall be borne by the Buyer and the Seller equally. (c) At the time the Statement becomes final and binding on the parties hereto: (ai) The Buyer will pay the Seller an amount equal to (A) the amount, if any, by which the Closing Date Working Capital exceeds the Target Working Capital, less (B) the amount, if any, by which the Target Working Capital exceeds the Closing Date Working Capital, plus (C) the amount, if any, by which the Target Debt exceeds the Closing Date Debt, less (D) if the Closing Date Debt exceeds the Target Debt, an amount equal to (1) the amount, if any, by which the Closing Date Debt exceeds the Target Debt less (2) the amount, if any, by which the Closing Date Gross Book Value of the Equipment exceeds the Target Gross Book Value of the Equipment. Notwithstanding the foregoing, if the amount resulting from the calculation set forth in the immediately preceding sentence is equal to or less than zero, no payment shall cause be made by the Company Buyer to prepare the Seller pursuant to this Section 1.5. (ii) The Seller will pay the Buyer an amount equal to (A) the amount, if any, by which the Target Working Capital exceeds the Closing Date Working Capital, less (B) the amount, if any, by which the Closing Date Working Capital exceeds the Target Working Capital, plus (C) if the Closing Date Debt exceeds the Target Debt, an amount equal to (1) the amount, if any, by which the Closing Date Debt exceeds the Target Debt less (2) the amount, if any, by which the Closing Date Gross Book Value of the Equipment exceeds the Target Gross Book Value of the Equipment, less (D) the amount, if any, by which the Target Debt exceeds the Closing Date Debt. Notwithstanding the foregoing, if the amount resulting from the calculation set forth in the immediately preceding sentence is equal to or less than zero, no payment shall be made by the Seller to the Buyer pursuant to this Section 1.5 (d) Any payments made pursuant to this Section 1.5 shall be made in shares of Common Stock within five days of the date that the Statement becomes final and Arthbinding on the parties hereto. The number of shares of Common Stock to be issued or transferred, as the case may be, shall be an amount equal to the amount of the payment to be made by the Seller or the Buyer, as the case may be, divided by the Average Closing Price. Any payments to be made by the Seller pursuant to this Section 1.5 shall be made first from the Escrowed Shares and then, as necessary, from the other Weat▇▇ Ande▇▇▇▇▇▇ ▇.▇.P. (▇res issued to the "Auditors"), the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 days after the Closing Date. (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days Seller at Closing. Within five Business Days of the date of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion payment is made, Weat▇▇▇▇▇▇▇ ▇▇▇ll deliver to the allocation of Seller the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amountEscrowed Shares, then the Purchase Price shall be reduced by such amountif any, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve remaining after any such disputes within thirty (30) days of the date the Accounting Arbitrator is retainedpayment. The decision of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment Any payments made pursuant to this Section 2.3. The fees and expenses 1.5 shall be deemed to be adjustments to the Purchase Price. (e) For purposes of preparing the Statement, (i) there shall be no increases in the carrying value of any assets of the Accounting Arbitrator Seller by virtue of any adjustments made after December 31, 1998 and (ii) there shall be borne oneno increases in the assets of the Seller due to the recognition of any non-half by Buyer cash increase after December 31, 1998, other than in connection with sales and one-half by Sellersdispositions of Inventory in the ordinary course of business.

Purchase Price Adjustment. The Purchase Price (a) Within 60 days after the Closing Date, Buyer shall prepare and deliver to the Sellers an audited balance sheet of each Company prepared in accordance with this Agreement, and to the extent not inconsistent, GAAP, and a statement attached thereto (the “Statement”), certified by an officer of Buyer, setting forth Working Capital (as defined in Section 2.4(d)) as of the close of business on the Closing Date (the “Closing Working Capital”). (b) During the 45-day period following each Seller’s receipt of the Statement, the Sellers and their accountants shall be subject permitted to adjustment as followsreview the working papers of Buyer relating to the Statement. The Statement shall become final and binding upon the parties on the 45th day following delivery thereof, unless the Sellers’ Representative gives written notice of the Sellers’ disagreement with the Statement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall: (ai) specify in reasonable detail the nature of any disagreement so asserted; (ii) only include disagreements based on mathematical errors or based on Closing Working Capital not being calculated in accordance with this Section 2.4; and (iii) be accompanied by a certificate of the Seller’s accountants stating that they concur with each of the positions taken by Sellers in the Notice of Disagreement. If a Notice of Disagreement is received by Buyer in a timely manner, then the Statement (as revised in accordance with Clause I or II below) shall become final and binding upon the Sellers and Buyer on the earlier of (I) the date the Sellers’ Representative and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). During the 30-day period following the delivery of a Notice of Disagreement, the Sellers’ Representative and Buyer shall cause seek in good faith to resolve in writing any differences that they may have with respect to the Company matters specified in the Notice of Disagreement. During such period Buyer and its accountants shall have access to prepare the working papers of the Seller’s accountants prepared in connection with their certification of the Notice of Disagreement. At the end of such 30-day period, the Sellers and ArthBuyer shall submit to an independent accounting firm that has not had a previous relationship with the Sellers or Buyer (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and that were properly included in the Notice of Disagreement, in the form of a written brief. The Accounting Firm shall be R▇▇ Ande▇▇▇▇▇ F▇▇▇▇▇ & S▇▇▇▇▇▇▇▇ or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. The Sellers and Buyer agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. The parties shall instruct the Accounting Firm to render its decision as promptly as practicable but in no event later than 60 days after its selection. The cost of any proceeding (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 2.4 shall be borne by Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees and disbursements of the Sellers’ accountants incurred in connection with their review of the Statement and certification of any Notice of Disagreement shall be borne by the Sellers, and the fees and disbursements of the accountants of Buyer incurred in connection with their certification of the Statement and review of any Notice of Disagreement shall be borne by Buyer.▇.P. (c) The Cash Consideration shall be increased by the amount by which Closing Working Capital exceeds Three Hundred Thousand Dollars ($300,000.00) and decreased by the amount by which Closing Working Capital is less than $300,000 (the "Auditors"Cash Consideration as so adjusted shall hereinafter be referred to as the “Adjusted Cash Consideration”). If the Closing Date Amount (as defined in Section 2.1(c)) is more than the Adjusted Cash Consideration, Buyer shall, upon the Company's independent certified public accountantsStatement becoming final and binding on the parties, be entitled to audit set-off payment to Sellers from the Note to the extent of such difference, and to the extent such difference exceeds the principal amount of the Note, each Seller shall remit, within five Business Days, such Seller’s Agreed Allocation of such difference together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by Citibank, N.A., as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment. In the event that any amount is due hereunder on any date when an Earn-Out Payment would be payable, Buyer shall have the right to set-off payment to Sellers with respect to such Earn-Out Payment to the extent of any such amount that remains payable. If the Closing Date Amount (as defined in Section 2.1(c)) is less than the Adjusted Cash Consideration, Buyer shall, upon the Statement becoming final and binding on the parties, remit, within five Business Days, such difference together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by Citibank, N.A., as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment. (d) The term “Working Capital” means Current Assets (as defined below) minus Current Liabilities (as defined below). The terms “Current Assets” and “Current Liabilities” mean the consolidated current assets and consolidated current liabilities, respectively, of each Company calculated in accordance with generally accepted accounting principlesprinciples (“GAAP”) applied consistently throughout the periods involved. Without limiting the generality of the foregoing, consistently applied, and report on (with no (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 days after Current Liabilities will include all accrued tax liabilities through the Closing Date. (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by Sellers.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment following the Closing as follows: (a) Buyer shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (the "Auditors")As soon as practicable, the Company's independent certified public accountants, to audit but in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 no event later than 60 calendar days after the Closing Date. (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price Buyer shall deliver to the Sellers’ Representative the Closing Balance Sheet. The Closing Balance Sheet shall be increased accompanied by such amount, with such increase being payable in cash by Buyer within fifteen business days a report setting forth a calculation of the date of Net Working Capital and Unrestricted Cash, in each case, based on the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing Company’s consolidated financial results as set forth on Exhibit 1 heretoin the Closing Balance Sheet (the Closing Balance Sheet together with such report, collectively, the “Buyer’s Report”). If During the Purchase Price Adjustment is a negative amountpreparation of the Buyer’s Report by the Buyer and the period of any dispute with respect to the application of this Section 3.1(a), then each party shall cooperate with the Purchase Price others to the extent reasonably requested by such parties to prepare the Closing Balance Sheet or to investigate the basis for any dispute, as applicable. The Buyer’s Report shall be reduced examined by such amountthe Sellers’ Representative, and the Sellers’ Representative shall, not later than 30 calendar days after receipt of the Buyer’s Report, render a report thereon (the “Closing Balance Sheet Report”). The Closing Balance Sheet Report shall pay such amount list those items, if any, to Buyer in proportion which the Sellers’ Representative takes exception and the Sellers’ Representative’s proposed adjustment. If the Sellers’ Representative fails to deliver to the allocations set forth in Exhibit 1 Buyer the Closing Balance Sheet Report within fifteen (15) business 30 calendar days following receipt of the Determination Date. (d) In Buyer’s Report, the event that Buyer, on Sellers’ Representative shall be deemed to have accepted the one hand, or Seller Representative on Closing Balance Sheet for the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery purposes of a notice any adjustment to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this under Section 2.3. The fees and expenses of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by Sellers.3.1

Purchase Price Adjustment. The Purchase Price (i) In addition to amounts payable pursuant to Sections 3(a) and 3(c) above, the Buyer shall pay the Sellers an additional amount, in the aggregate equal to the amount obtained by dividing (A) the product of (1) the consolidated taxable income of the Acquired Entities ("Taxable Income") for the period commencing on November 1, 1995 and ending on the day immediately preceding the Closing Date (the "Applicable Period") times (2) the difference between the maximum personal federal income tax rate in effect for such period and the federal capital gains rate in effect for such period by (B) 1 minus the federal capital gains rate in effect for such period. This additional amount will be calculated by the Buyer within 30 days after the last business day of the month in which the Closing occurs. Within 40 days after the last business day of the month in which the Closing occurs, the Buyer shall send the Sellers a copy of such calculation, together with such supporting detail as will enable the Sellers to verify such calculation. Within 10 days after their receipt of such calculation from the Buyer, the Sellers will advise the Buyer in writing whether they agree or disagree with the Buyer's calculations. If the Sellers agree with the Buyer's calculation, the Buyer shall remit the amount due to the Sellers by wire transfer within 10 days after its receipt of the Sellers' notice to that effect. If the Sellers disagree with the Buyer's calculation, the Buyer and the Sellers shall use their best efforts to resolve such disagreement. If the Sellers and the Buyer are unable to resolve such disagreement within 30 days after the Buyer's receipt of the Sellers' notice of such disagreement, the disagreement shall be subject submitted to adjustment as follows: (a) Buyer shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇▇ ▇.▇.P. (▇▇▇▇▇▇ LLP for resolution, whose decision shall be binding upon the "Auditors")Buyer and the Sellers. Within 10 days after ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP's determination of the amount due to the Sellers, the Company's independent certified public accountants, Buyer shall remit the amount so determined to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b) The parties hereto shall use their reasonable best efforts be due to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 days after the Closing Dateby wire transfer. (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (dii) In the event that Buyerthe Closing occurs on a date other than the first day of a month, Taxable Income, if any, for the month in which the Closing occurs, shall be calculated on a prorata basis by multiplying (A) the one handfull month's Taxable Income with respect to such month times (B) a fraction, or Seller Representative on the othernumerator of which is the number of days in such month which have occurred prior to the Closing Date, disagrees with and the Statementdenominator of which is the total number of days in such month. (iii) Notwithstanding anything to the contrary contained herein, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In in the event such dispute canthe Taxable Income for the Applicable Period shall be negative, the Buyer shall not be resolvedowe the Sellers any additional amount under this Section 3(d), either Buyer or Seller Representative can request, by and the delivery of a notice Sellers shall not owe any amounts under this Section 3(d) to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by SellersBuyer.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer shall cause The Parties agree that, at Closing, the sum of the total consolidated current assets of the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. minus the sum the total consolidated current liabilities of the Company (the "Auditors"“Working Capital”) shall be equal to or greater than the average month-end working capital of the Company for months ended May 31, 2020 to April 30, 2021 (the “Target Working Capital”). The determination of Working Capital shall be calculated using the same methodologies, principles and procedures as set forth on Schedule 1.4(a), which shall be prepared and attached hereto no later than ten (10) days prior the Company's independent certified public accountants, Due Diligence Expiration Date. The Buyer and the Shareholder shall mutually agree upon the final Target Working Capital amount at least ten (10) days prior to audit in accordance with generally accepted accounting principles, consistently appliedthe “Due Diligence Expiration Date” (as hereinafter defined), and report on (with nothe same shall be a condition of Closing. (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 On or before ninety (90) days after the Closing DateBuyer shall deliver a calculation of the Working Capital at the Closing together with all work papers and other information reasonably required by the Shareholder to evaluate such calculations, and shall provide the Shareholder with reasonable access to Buyer’s financial personnel who were responsible for the preparation of the same in order for the Shareholder to discuss and evaluate such calculations, work papers and information. The Buyer and the Shareholder shall mutually agree upon the final Working Capital amount. (c) If the Purchase Price Adjustment is a positive amountParties fail to mutually agree upon the final Working Capital amount within thirty (30) days after the delivery of the calculation of the Working Capital that existed as of the Closing, the Purchase Price Parties shall submit the issues remaining in dispute to their respective accountants to resolve. In the event that the accountants cannot resolve, each accountant will submit a list of five (5) independent accountants to resolve this matter. The first names that match on the lists shall be increased appointed to resolve the issues remaining in dispute (the “Independent Accountants”) for resolution of the dispute, which Independent Accountants shall have not represented or been engaged by either of the Parties prior to the submission of the dispute, and the Parties hereby agree that neither shall be permitted to engage such amount, with such increase being payable in cash by Buyer within fifteen business days Independent Accountants for a period of five (5) years after the date of the delivery to Buyer submission of the Statement (the "Determination Date")dispute. The amount of any such increase shall be allocated among the Sellers in proportion If issues are submitted to the allocation of Independent Accountants for resolution, (i) the Cash Amount payable at Closing Independent Accountants shall use the same methodologies, principles and procedures as set forth on Exhibit 1 hereto. If Schedule 1.4(a); (ii) each Party shall furnish or cause to be furnished to the Purchase Price Adjustment is a negative amount, then Independent Accountants such work papers and other documents and information relating to the Purchase Price disputed issues as the Independent Accountants may request and are available to that Party and shall be reduced by such amount, and afforded the Sellers, shall pay such amount opportunity to Buyer in proportion present to the allocations Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (iii) the determination by the Independent Accountants, as set forth in Exhibit 1 a notice to be delivered by the Independent Accountants to the Shareholder and Buyer within fifteen thirty (1530) business days after the submission to the Independent Accountants of the Determination Dateissues remaining in dispute, shall be final, binding and conclusive on the Parties; and (iv) the fees and expenses of the Independent Accountants will be paid by Shareholder, on the one hand, and Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Shareholder or Buyer, respectively, bears to the aggregate amount actually contested by the Shareholder and Buyer. (d) In the event that Buyerthe Working Capital, on at Closing, is greater than the Target Working Capital (such excess, the “Excess Working Capital Amount”), the Purchase Price shall increase by an amount equal to one hand, or Seller Representative on the other, disagrees with the Statement, hundred percent (100%) of such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the otherExcess Working Capital Amount. In the event that the Working Capital, at Closing, is less than the Target Working Capital (such dispute cannot shortfall, the “Shortfall Working Capital Amount”), the Purchase Price shall decrease by an amount equal to one hundred percent (100%) of such Shortfall Working Capital Amount. The payment to be resolved, made by either the Buyer or Seller Representative can request, by the delivery of a notice Shareholder to the other specifying in reasonable detail Party is the nature “Purchase Price Adjustment.” (e) In the event that there is an Excess Working Capital Amount, the Buyer shall pay to the Shareholder such Excess Working Capital Amount within ten (10) days following final determination. In the event that there is a Shortfall Working Capital Amount, the principal balance of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator Note shall be final and binding between the parties for the purpose reduced by such Shortfall Working Capital Amount. (f) The provisions of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator 1.4 shall be borne one-half by Buyer and one-half by Sellerssurvive Closing.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer Within sixty (60) days after the Closing, Seller shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. deliver to Buyer a written statement, together with supporting work papers with respect to the calculation of the amounts set forth therein (the "Auditors"“Adjustment Statement”), which reflects the Company's independent certified public accountants, to audit Working Capital as of the Effective Date. The items reflected on the Adjustment Statement shall be determined in accordance with generally accepted accounting GAAP applied on the same basis, and using the same principles, consistently appliedpolicies and methods as Seller has applied and used in connection with the preparation of the Proforma 12/31 Balance Sheet. Buyer agrees to cooperate with Seller in connection with the preparation of the Adjustment Statement and related information, and report on (with noshall provide to Seller and its representatives such books, records, information, and access to such of NBLLC’s or its Affiliates’ employees and properties during normal business hours as may be reasonably requested from time to time by Seller or its representatives. (b) The parties hereto Buyer may dispute the Adjustment Statement and the items reflected therein; provided, however, that Buyer shall use their reasonable best efforts to cause notify Seller in writing of any disputed amounts, and provide a reasonably detailed description of the Auditors to complete and deliver the Statement to Sellers and Buyer basis of such dispute, within 90 sixty (60) days after the Closing Date. (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days Buyer’s receipt of the date of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event of such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved Buyer and Seller shall attempt to reconcile their differences and any resolution by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review them as to any disputed items amounts shall be final, binding and resolve conclusive on the Parties. If Buyer and Seller are unable to reach a resolution of any such disputes differences within thirty (30) days after Seller’s receipt of Buyer’s written notice of dispute, Buyer and Seller shall submit the date amounts remaining in dispute for determination and resolution to the Independent Accounting Arbitrator is retained. The decision of the Accounting Arbitrator Firm, which shall be final instructed to determine and report to the Parties, within thirty (30) days after such submission, a resolution of such remaining disputed amounts, and such resolution shall be final, binding between and conclusive on the parties for Parties hereto with respect to the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3remaining amounts disputed. The fees and expenses disbursements of the Independent Accounting Arbitrator Firm shall be borne one-half shared equally by Buyer and oneSeller. For the avoidance of doubt, the Adjustment Statement and the amounts reflected thereon shall be deemed to be modified to the extent of any changes thereto that become final, binding and conclusive on the Parties based on mutual agreement or a determination of the Independent Accounting Firm in accordance with this Section 1.03(b). (c) Within five (5) Business Days after the earliest to occur of (i) a mutual written agreement of Buyer and Seller with respect to the Adjustment Statement, (ii) the termination of the 60-half day period described in Section 1.03(b) if Buyer does not provide a notice of dispute within such period as provided therein and (iii) the final determination of all such disputed amounts in accordance with Section 1.03(b), (A) if Working Capital as of the Effective Date exceeds the Estimated Working Capital, Buyer shall pay Seller the amount of such excess, and (B) if Working Capital as of the Effective Date is less than the Estimated Working Capital, Seller shall pay to Buyer the amount of such deficiency. All payments made pursuant to the previous sentence shall be paid together with interest thereon for the period commencing on the Effective Date through the date of payment, calculated at the Prime Rate in effect on the Effective Date, in cash by Sellerswire transfer of immediately available funds.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. Within ninety (the "Auditors"), the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b90) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 days after the Closing Date, Seller shall deliver to Inventory Purchaser an unaudited statement of its good faith estimate of the Inventories as of the Closing Date, determined in accordance with GAAP and the agreed price per unit set forth on Schedule 2.1(b) (the "Inventories Statement"). For purposes of determining the Inventories Statement only, any Inventory that is determined by Seller or Inventory Purchaser to be Damaged Inventory shall be disregarded; provided, however, that Inventory Purchaser shall notify Seller promptly in writing, but in no event later than forty-five (45) days immediately following the Closing Date, of any such Inventory that Inventory Purchaser deems to be Damaged Inventory in accordance with this Section 2.7(a) and describing with specificity the SKU and batch, the reason such Inventory is considered Damaged Inventory and such other information as reasonably requested by Seller. The failure by Inventory Purchaser to provide such notice to Seller within such forty-five (45) day period shall constitute Inventory Purchaser's acceptance of all the items reflected on the Inventories Statement as Inventory that is not Damaged Inventory. For purposes of Section 2.7(c), any such notice shall be deemed a "Disputed Item" and shall be subject to the terms and conditions of Section 2.7(c). Inventory Purchaser and Seller shall provide the other and its representatives (including accountants), and any Person designated by Seller in writing, with reasonable access during regular business hours to the Inventories and such books and records of the Business constituting Purchased Assets as may be reasonably requested to facilitate the preparation of the Inventories Statement and the calculation of Final Inventories. (b) During the sixty (60) day period following Inventory Purchaser's receipt of the Inventories Statement, Inventory Purchaser shall be permitted to review the working papers of Seller relating to the Inventories Statement. Inventory Purchaser may dispute the amounts or items reflected on or omitted from the Inventories Statement (each, a "Disputed Item") in good faith; provided, however, that Inventory Purchaser shall notify Seller in writing of each Disputed Item, and specify the amount thereof in dispute and the specific basis therefor, within sixty (60) days after receipt of the Inventories Statement. The failure by Inventory Purchaser to provide a notice of Disputed Items to Seller within such sixty (60) day period shall constitute Inventory Purchaser's acceptance of all the items reflected on the Inventories Statement. (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price notice of Disputed Items shall be increased by such amounttimely delivered pursuant to Section 2.7(a) or (b), with such increase being payable in cash by Buyer within fifteen business days of Seller and Inventory Purchaser shall, during the twenty (20) Business Day period immediately following the date of the such delivery to Buyer of the Statement (the "Determination DateResolution Period"), negotiate to resolve the Disputed Items. The amount If, during the Resolution Period, the Parties are unable to reach agreement, Seller and Inventory Purchaser shall refer all unresolved Disputed Items to an independent, nationally-recognized accounting firm as Seller and Inventory Purchaser shall mutually agree upon in writing (the "Independent Accountant"), or, in the case of a Disputed Item under Section 2.7(a), to the Arbitrator pursuant to Section 10.11. If the parties fail to agree on an Independent Accountant (if applicable) within twenty (20) days after the expiration of the Resolution Period, on the request of any party the American Arbitration Association shall nominate a senior partner in an independent nationally recognized accounting firm to serve as the Independent Accountant. Such referral shall be made within ten (10) Business Days of termination of the Resolution Period, whereupon the Independent Accountant or Arbitrator, as the case may be, shall make a determination with respect to each unresolved Disputed Item within thirty (30) days after such referral, or as soon thereafter as practicable, which determination shall be made in accordance with this Section 2.7; provided, that in making such determination, the Independent Accountant or Arbitrator, as the case may be, shall be limited to choosing between the calculation of Inventories last proposed in writing by Seller during the Resolution Period (or, in the absence of any such increase shall be allocated among proposal, the Sellers in proportion to the allocation calculation of the Cash Amount payable at Closing as Inventories set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced Inventories Statement initially delivered by such amount, and the Sellers, shall pay such amount Seller pursuant to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyerthis Section 2.7), on the one hand, or Seller Representative and the calculation of Inventories last proposed in writing by Purchasers during the Resolution Period (or, in the absence of any such proposal, the calculation of Inventories set forth in Purchasers' dispute notice) on the otherother hand. The Independent Accountant or Arbitrator, disagrees with as the Statementcase may be, such party shall have fifteen (15) days from the Determination Date deliver to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the disputeand Inventory Purchaser, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of day period, or as soon thereafter as practicable, a report setting forth its adjustments, if any, to the date Inventories Statement and the Accounting Arbitrator is retainedcalculations supporting such adjustments. The decision of the Accounting Arbitrator Such report shall be final and binding between on the parties for the purpose of determining Parties and non-appealable and conclusive in all respects and may be entered and enforced in any Purchase Price adjustment pursuant to this Section 2.3court having jurisdiction. The fees and expenses of the Accounting Independent Accountant and/or Arbitrator shall be borne one-half by Buyer the Party whose calculation of Inventories is not accepted by the Independent Accountant or Arbitrator, as the case may be, which fees and one-half expenses shall be paid (taking into account any prior payments) at the time the payment contemplated by SellersSection 2.7(d) is made. For purposes of clarity, such costs do not include any adjustments determined by the Independent Accountant or Arbitrator hereunder. As used herein, "Final Inventories" shall mean (i) if no notice of Disputed Items is delivered by Inventory Purchaser within the periods provided in Sections 2.7(a) or (b), Inventories as shown on the Inventories Statement as prepared by Seller or (ii) if such a notice of Disputed Items is delivered by Inventory Purchaser, either (x) Inventories as agreed to in writing by Seller and Inventory Purchaser or (y) Inventories as shown in the Independent Accountant's and/or the Arbitrator's calculation delivered pursuant to this Section 2.7(c). The scope of the disputes to be resolved by the Independent Accountant or Arbitrator, as the case may be, shall be limited to the unresolved Disputed Items, and the Independent Accountant or Arbitrator, as the case may be, shall not make any other determination. Any determinations by either of the Independent Accountant or Arbitrator, respectively, and any work or analyses performed by either of the Independent Accountant or Arbitrator, respectively, in connection with its resolution of any Dispute under this Section 2.7, shall not be admissible in evidence in any suit, action or proceeding between the Parties, other than to the extent necessary to enforce payment obligations under this Section 2.7(c).

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. Within ninety (the "Auditors"), the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b90) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 days after the Closing Date, the Purchaser shall prepare and deliver to the Seller Representative a statement (the “Closing Statement”), in form and content substantially similar to the estimated Closing Statement delivered in accordance with the definition of Estimated Purchase Price, setting forth the individual elements of the Purchase Price set forth in the definition thereof and the final Purchase Price resulting therefrom. (cb) If Unless Seller Representative, within thirty (30) days after receipt of the Closing Statement gives the Purchaser a notice objecting thereto and specifying, in detail, the basis for each such objection and the amount in dispute (“Notice of Objection”), such Closing Statement and the final Purchase Price Adjustment resulting therefrom shall be binding upon Purchaser and the Sellers. Any Notice of Objection shall specify in reasonable detail the nature and amount of any disagreement so asserted. If a timely Notice of Objection is received by the Purchaser, then the Closing Statement (as revised in accordance with clause (1) or (2) below) shall become final and binding upon the parties on the earlier of (1) the date the Seller Representative and the Purchaser resolve in writing any differences they have with respect to any matter specified in the Notice of Objection and (2) the date any matters in dispute are finally resolved in writing by the Accounting Firm (as defined below). During the thirty (30) days immediately following the delivery of a positive amountNotice of Objection, the Purchase Price Seller Representative and the Purchaser shall be increased by such amountseek in good faith to resolve in writing any differences that they may have with respect to any matter specified in the Notice of Objection. During any period of dispute, with such increase being payable in cash by Buyer within fifteen business days the Seller Representative shall have full access to the working papers of the date Purchaser, the Company, the Subsidiaries of the delivery Company and their respective representatives relating to Buyer the matters set forth in the Notice of Objection. At the end of such thirty-day period, the Seller Representative and the Purchaser shall submit to PricewaterhouseCoopers for review and resolution of any and all matters (but only such matters) which remain in dispute and which were included in the Notice of Objection, provided that if PricewaterhouseCoopers is unwilling or unable to accept such engagement, the Purchaser and the Seller Representative shall select by lot a national accounting firm (which shall exclude any accounting firm that provides, or within the past three (3) years has provided, material services to any of the Statement (Company, the "Determination Date"Seller Representative or the Purchaser). The amount Purchaser and the Seller Representative shall instruct the accounting firm ultimately selected under this Section 2.2(b) (the “Accounting Firm”) to review and resolve any and all matters (but only such matters) which remain in dispute and which were included in the Notice of any such increase Objection. The Purchaser and the Seller Representative shall be allocated among instruct the Sellers Accounting Firm to make a final determination of the items included in proportion the Closing Statement (to the allocation of extent such amounts are in dispute) in accordance with the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, guidelines and the Sellers, shall pay such amount to Buyer in proportion to the allocations procedures set forth in Exhibit 1 within fifteen (15) business days this Agreement. The Purchaser and the Seller Representative shall cooperate with the Accounting Firm during the term of its engagement. The Purchaser and the Determination Date. (d) In Seller Representative shall instruct the event that BuyerAccounting Firm not to assign a value to any item in dispute greater than the greatest value for such item assigned by the Purchaser, on the one hand, or the Seller Representative, on the other hand, or less than the smallest value for such item assigned by the Purchaser, on the one hand, or the Seller Representative, on the other hand. The Purchaser and the Seller Representative shall also instruct the Accounting Firm to make its determination based solely on presentations by the Purchaser and the Seller Representative that are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the otherbasis of an independent review). The Closing Statement and the resulting final Purchase Price shall become final and binding on the parties hereto on the date the Accounting Firm delivers its final resolution in writing to the Purchaser and the Seller Representative (which final resolution shall be requested by the parties to be delivered not more than forty-five (45) days following submission of such disputed matters). All of the fees and expenses of the Accounting Firm pursuant to this Section 2.2(b) shall be borne by the party (i.e., disagrees the Seller Representative (on behalf of the Seller Parties), on the one hand, or the Purchaser, on the other hand) that assigned amounts to items in dispute that were, on a net basis, furthest in amount from the amount finally resolved by the Accounting Firm in accordance with this Section 2.2(b), as determined by reference to the final Purchase Price. (By way of example only of the application of the immediately preceding sentence: if (x) the Seller Representative assigns values to the disputed items submitted to the Accounting Firm in accordance with this Section 2.2(b) such that the Purchase Price set forth in the Closing Statement would be increased by $500,000 if the Accounting Firm resolved all of the submitted disputes in the Seller Representative’s favor (to the full extent), (y) the Purchaser maintains that the Purchase Price set forth in the Closing Statement is correct and (z) the Accounting Firm’s final resolution of the disputed items in accordance with this Section 2.2(b) is that the Purchase Price is increased from the amount set forth in the Closing Statement by more than $250,000 (i.e., more than one half of the difference between the parties’ respective total disputed amounts), then the Purchaser would pay all of the fees and expenses of the Accounting Firm incurred by the parties under this Section 2.2(b).) (c) If the final Purchase Price (as finally determined pursuant to Section 2.2(b)) is greater than the Estimated Purchase Price, the Purchaser shall pay the difference to the Seller Representative, and Seller Representative shall have the sole obligation to distribute the difference to the Sellers in accordance with the StatementPro Rata Share (Sellers) of each Seller. If the final Purchase Price (as finally determined pursuant to Section 2.2(b)) is less than the Estimated Purchase Price, such party shall have fifteen the Seller Representative (15) days on behalf of the Seller Parties, from the Determination Date Seller Indemnity Holdback Amount) shall pay the difference to attempt to resolve such dispute the Purchaser in accordance with the other. In the event such dispute cannot be resolved, either Buyer or Pro Rata Share (Seller Representative can request, by the delivery Parties) of a notice each Seller Party and subject to the other specifying following sentence. Such payments (by wire transfer of immediately available funds), in reasonable detail the nature case of an adjustment in favor of the disputeSellers or the Purchaser shall be delivered as follows: (i) if no Notice of Objection is delivered by Seller Representative, within three (3) days Business Days of the earlier of the expiration of the thirty-day period for delivery of such fifteen day period, Notice of Objection and the date of delivery by Seller Representative of a notice that the dispute Closing Statement will be resolved accepted without objection; or (ii) if a Notice of Objection is delivered by an independent nationally-recognized accounting firm that has no business relationship with either party Seller Representative, within three (the "Accounting Arbitrator"3) selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of Business Days after the date the Accounting Arbitrator Purchase Price is retainedfinally determined pursuant to Section 2.2(b). Any payments owed to Sellers by Purchaser under this Section 2.2(c) shall be deposited in an account or accounts designated by the Seller Representative, and any payments owed to Purchaser by the Seller Parties under this Section 2.2(c) shall be deposited in an account or accounts designated by the Purchaser. (d) The decision Purchaser agrees that following the Closing it will not take any actions with respect to the Company’s and its Subsidiaries’ accounting books, records, policies and procedures that would obstruct or prevent the Seller Representative’s preparation of any Notice of Objection as provided in this Section 2.2 or the final resolution of any disputes relating to the determination of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by SellersPrice.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (the "Auditors"), the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 Within 60 days after the Closing Date, the Buyer will prepare, or cause to be prepared, and deliver to the Seller a statement (the “Statement of Working Capital”) setting forth the Buyer’s calculation of the Working Capital, in each case as of the close of business on the Closing Date (the “Closing Working Capital”). (b) Upon receipt from the Buyer, the Seller shall have 30 days to review the Statement of Working Capital (the “Review Period”). If the Seller disagrees in good faith with the Buyer’s computation of Closing Working Capital, the Seller may, on or prior to the last day of the Review Period, deliver a notice to the Buyer (the “Notice of Objection”), which sets forth its objections to the Buyer’s calculation of Closing Working Capital; provided, however, that the Notice of Objection shall include only objections based on (i) non-compliance with the accounting principles used in preparation of the Closing Working Capital, or (ii) mathematical or factual errors in the computation of Closing Working Capital. Any Notice of Objection shall specify those items or amounts with which the Seller disagrees, together with a detailed explanation of the reasons for disagreement with each such item or amount, and shall set forth the Seller’s calculation of Closing Working Capital based on such objections. To the extent not set forth in the Notice of Objection, the Seller shall be deemed to have agreed with the Buyer’s calculation of all other items and amounts contained in the Statement of Working Capital. (c) Unless the Seller delivers the Notice of Objection to the Buyer within the Review Period, the Seller shall be deemed to have accepted the Buyer’s calculation of Closing Working Capital and the Statement of Working Capital shall be final, conclusive and binding on the parties hereto. If the Purchase Price Adjustment is a positive amountSeller delivers the Notice of Objection to the Buyer within the Review Period, the Purchase Price Seller and the Buyer shall, during the 30 days following such delivery or any mutually agreed extension of such time period, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Closing Working Capital. If, at the end of such period or any mutually agreed extension thereof, the Buyer and the Seller are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to the San ▇▇▇▇, Puerto Rico office of BDO USA, LLP (the “Independent Expert”) or, if such firm is unwilling or unable so to act, each of the Buyer and the Seller shall select one such firm and those two firms shall select a third firm, which third firm shall be increased the “Independent Expert.” The parties shall instruct the Independent Expert promptly to review this Section 2.6 and to determine, solely with respect to the disputed items and amounts so submitted, whether and to what extent, if any, the Closing Working Capital set forth in the Statement of Working Capital requires adjustment. The Independent Expert shall base its determination solely on written submissions by the Buyer and the Seller and not on an independent review. The Buyer and the Seller shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. The parties shall request that the Independent Expert deliver to the Buyer and the Seller, as promptly as practicable but in no event later than 45 days after its retention, a written report that sets forth its resolution of the disputed items and amounts and its calculation of Closing Working Capital; provided, however, that with respect to each disputed item in relation to the computation of the Closing Working Capital, the Independent Expert shall adopt the position of either the Seller or the Buyer with respect to such item. The decision of the Independent Expert shall be final, conclusive and binding on the parties. The costs and expenses of the Independent Expert shall be allocated between the parties based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such amountparty. (d) Within three Business Days after Closing Working Capital has been finally determined pursuant to this Section 2.6: (i) if the Closing Working Capital is less than the Target Working Capital, then Seller and the Buyer shall jointly instruct the Escrow Agent to release to the Buyer from the Escrow Account, as an adjustment to the Purchase Price, in the manner and with interest as provided in this Section 2.6, an amount of cash equal to the difference between the Target Working Capital and Closing Working Capital, and any and all remaining amounts in the Escrow Account, if any, shall be available for recovery pursuant to any indemnification claim pursuant to Section 8.2 below; provided that if the amount equal to the difference between the Target Working Capital and Closing Working Capital is greater than the Escrow Amount, Seller shall pay to the Buyer, in the manner and with interest as provided in this Section 2.6, an amount of cash equal to the amount that is greater than the Escrow Amount; and (ii) if the Closing Working Capital exceeds the Target Working Capital, the Buyer shall pay to the Seller, in the manner and with interest as provided in this Section 2.6, an amount of cash equal to the difference between the Target Working Capital and the Closing Working Capital, and the Buyer and the Seller shall jointly instruct the Escrow Agent to release any and all amounts in the Escrow Account to the Seller. (e) Any payment required to be made pursuant to Section 2.6(d) shall be made by the party required to make such increase being payable payment by wire transfer of immediately available funds to an account designated in cash writing by Buyer within fifteen business days of the date of the delivery party entitled to Buyer of the Statement (the "Determination Date")receive such payment at least one Business Day prior to such transfer. The amount of any such increase payment shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment bear interest if it is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 not paid within fifteen (15) business 90 days of the Determination Closing Date. (d) In , in which case, the event that Buyeramount of such payment shall bear interest from the 91st day to but excluding the date of payment at a rate per annum equal to the “prime rate” as published in the Wall Street Journal, Eastern Edition, in effect from time to time during the period from the Closing Date to but excluding the date of payment. Such interest shall be calculated daily on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery basis of a notice to year of 365 days and the other specifying in reasonable detail the nature actual number of the disputedays elapsed, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by Sellerswithout compounding.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (the "Auditors"), the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 Within 60 days after the Closing Date, Buyer shall prepare and deliver to the Sellers a balance sheet of the Company prepared in accordance with United States generally accepted accounting principles (“GAAP”), and a statement attached thereto (the “Statement”), certified by an officer of Buyer, setting forth Working Capital (as defined in Section 2.4(d)) as of the close of business on the Closing Date (the “Closing Working Capital”). (cb) If During the Purchase Price Adjustment is a positive amount30-day period following each Seller’s receipt of the Statement, the Purchase Price Sellers and their accountants shall be increased by such amountpermitted to review the working papers of Buyer relating to the Statement. The Statement shall become final and binding upon the parties on the 30th day following delivery thereof, with such increase being payable in cash by Buyer within fifteen business days unless the Sellers’ Representative gives written notice of the date of the delivery to Buyer of Sellers’ disagreement with the Statement (the "Determination Date"). The amount a “Notice of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount Disagreement”) to Buyer in proportion prior to the allocations set forth in Exhibit 1 within fifteen (15) business days such date. Any Notice of the Determination Date.Disagreement shall: (di) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying specify in reasonable detail the nature of the dispute, within three any disagreement so asserted; (3ii) days only include disagreements based on mathematical errors or based on Closing Working Capital not being calculated in accordance with this Section 2.4; and (iii) be accompanied by a certificate of the expiration Seller’s accountants stating that they concur with each of the positions taken by Sellers in the Notice of Disagreement. If a Notice of Disagreement is received by Buyer in a timely manner, then the Statement (as revised in accordance with Clause A or B below) shall become final and binding upon the Sellers and Buyer on the earlier of (A) the date the Sellers’ Representative (as defined below) and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (B) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). During the 30-day period following the delivery of a Notice of Disagreement, the Sellers’ Representative and Buyer shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. During such period Buyer and its accountants shall have access to the working papers of the Seller’s accountants prepared in connection with their certification of the Notice of Disagreement. At the end of such fifteen 30-day period, that the dispute be resolved by Sellers and Buyer shall submit to an independent nationally-recognized accounting firm that has no business not had a previous relationship with either party the Sellers or Buyer (the "“Accounting Arbitrator"Firm”) selected by for arbitration any and all matters that remain in dispute and that were properly included in the party delivering Notice of Disagreement, in the noticeform of a written brief. The Accounting Arbitrator Firm shall review any disputed items and resolve any be Deloitte or, if such disputes within thirty (30) days of firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the date the Accounting Arbitrator is retainedparties hereto in writing. The decision Sellers and Buyer agree that judgment may be entered upon the determination of the Accounting Arbitrator shall Firm in any court having jurisdiction over the Party against which such determination is to be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3enforced. The parties shall instruct the Accounting Firm to render its decision as promptly as practicable but in no event later than 60 days after its selection. The cost of any arbitration (including the fees and expenses of the Accounting Arbitrator Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 2.4 shall be borne one-half by Buyer and onethe Sellers in equal proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees and disbursements of the Sellers’ accountants incurred in connection with their review of the Statement and certification of any Notice of Disagreement shall be borne by the Sellers, and the fees and disbursements of the accountants of Buyer incurred in connection with their certification of the Statement and review of any Notice of Disagreement shall be borne by Buyer. (c) The Purchase Price shall be decreased by the amount by which Closing Working Capital is less than $300,000, which amount shall be payable by Sellers by reduction of such amount from the Note or, by Buyer having the right to set-half off payment to Sellers with respect to any Earn-Out Payment that remains payable, at Buyer’s election upon notice to Sellers. For the avoidance of doubt, provided that Sellers deliver the certificate required to be delivered by SellersSellers to Buyer as provided in Section 7.1(p) and subject to the provisions of this Section 2.4, prior to Closing, Sellers may transfer to accounts designated by Sellers any cash of the Company in excess of the $300,000 Working Capital requirement. In the event that Sellers choose not to exercise their right to the distribution of the Closing Working Capital in excess of $300,000 prior to the Closing Date and defer distribution of said funds until after the delivery and acceptance by both parties of a balance sheet and the Statement referred to in Section 2.4(a) of this Agreement, Buyer agrees to disburse said funds within then (10) days of the final acceptance of the Sellers or their designated agent. This working capital disbursement to the Sellers shall have no effect on the EBITDA Earn-Out Payments stipulated in Section 2.5(c), (i), (ii), and (iii), or the Project Earn-Out Payments referred to in Section 2.7 of the Agreement.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Within sixty (60) Business Days after the Closing Date, Seller shall prepare and deliver to Buyer a statement of the Assets and the Assumed Liabilities as of the close of business on the Closing Date (such statement, the "Closing Statement of Assets and Liabilities"). Buyer shall cause cooperate with Seller in connection with, and shall furnish to Seller all such information as Seller may reasonably require, in the Company preparation of the Closing Statement of Assets and Liabilities. The Closing Statement of Assets and Liabilities will be prepared (i) using the same accounting methods, standards, policies, practices, estimation methodologies, assumptions, procedures and level of prudence as were used to prepare the Financial Statements, and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (ii) on the "Auditors")basis of facts existing and events occurring on or before the Closing Date only. In the event that the Closing Date does not occur at a financial week or month end for accounting purposes, the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report parties shall agree on (with nomutually acceptable roll forward or roll back procedures. (b) The parties hereto shall use their reasonable best efforts agree that the procedure set forth herein with respect to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 days after the Closing DateStatement of Assets and Liabilities, and the purchase price adjustment provided herein, are not intended to permit the introduction of different accounting methods, standards, policies, practices, procedures, classifications or estimation methodologies for purposes of determining the asset and liability balances from those used to prepare the Financial Statements. (c) If Each party shall provide the Purchase Price Adjustment is a positive amount, other party and its representatives with reasonable access to books and records and relevant personnel during the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days preparation of the date Closing Statement of Assets and Liabilities and the delivery to Buyer of the Statement (the "Determination Date"). The amount resolution of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Datedisputes that may arise under this Section 4.2. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, If Buyer disagrees with the Statementdetermination of the Closing Net Assets as shown on the Closing Statement of Assets and Liabilities, Buyer shall notify Seller in writing of such party disagreement within forty-five (45) days after delivery of the Closing Statement of Assets and Liabilities, which notice shall describe the nature of any such disagreement in reasonable detail, identify the specific items involved and the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement. After the end of such forty-five (45) day period, Buyer may not introduce additional disagreements with respect to any item in the Closing Statement of Assets and Liabilities or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by Buyer and will be final and binding upon the parties. During the forty-five (45) day period of its review, Buyer shall have fifteen reasonable access to any documents, schedules or workpapers used in the preparation of the Closing Statement of Assets and Liabilities. (15e) days from Buyer and Seller agree to negotiate in good faith to resolve any disagreement with respect to the Determination Date Closing Statement of Assets and Liabilities. If Buyer and Seller are unable to attempt resolve all disagreements properly identified by Buyer pursuant to Section 4.2(d) within thirty (30) Business Days after delivery to Seller of written notice of such disagreement, then such disagreements shall be submitted for final and binding resolution to a <PAGE> 18 Neutral Accounting Firm to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party disagreements (the "Accounting Arbitrator") selected by the party delivering the notice). The Accounting Arbitrator shall review be a Neutral Accounting Firm selected by mutual agreement of Buyer and Seller; provided that (i) if the parties are unable to agree on a Neutral Accounting Firm to act as Accounting Arbitrator, each party shall select a Neutral Accounting Firm and such firms together shall select the Neutral Accounting Firm to act as the Accounting Arbitrator, and (ii) if any disputed items and resolve any such disputes party does not select a Neutral Accounting Firm within thirty ten (3010) days of written demand therefor by the date other party, the Neutral Accounting Firm selected by the other party shall act as the Accounting Arbitrator is retainedArbitrator. The decision Accounting Arbitrator will only consider those items and amounts set forth in the Closing Statement of Assets and Liabilities as to which Buyer and Seller have disagreed within the time periods and on the terms specified above and must resolve the matter in accordance with the terms and provisions of the Agreement and shall deliver to Buyer and Seller, as promptly as practicable and in any event within 60 Business Days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. The Accounting Arbitrator shall make its determination based solely on presentations and supporting material provided by the parties and not pursuant to any independent review. The determination of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3upon Buyer and Seller. The fees fees, expenses and expenses costs of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by SellersSeller. (f) If the Closing Net Assets as finally determined in accordance with this Section 4.2 are less than $9,361,000, the Purchase Price shall be decreased on a dollar-for-dollar basis by the amount of such shortfall, and if the Closing Net Assets are greater than $9,361,000, the Purchase Price shall be increased on a dollar-for-dollar basis by the amount of such excess. (g) If any adjustment under this Section 4.2 results in a reduction in the Purchase Price, Seller shall pay to Buyer the amount of such reduction, and if any adjustment results in an increase in the Purchase Price, Buyer shall pay to Seller the amount of such increase, in each case, by wire transfer of immediately available funds to an account designated by the party receiving payment within five (5) Business Days after the final determination of the amount of such reduction or increase in Purchase Price, plus interest on the amount of such reduction or increase from the Closing Date to the date of such payment thereof at the per annum rate equal to the rate announced by Citibank, N.A. in the City of New York as its base rate in effect on the Closing Date.

Purchase Price Adjustment. The (a) Within 60 days after the Closing, the Seller shall prepare and deliver to the Purchaser (i) a balance sheet for the Business as of June 30, 2005, August 31, 2005, and the Closing Date, (ii) a cash flow statement for the Business for the period from September 1, 2005 through the Closing Date (collectively, the “Business Financial Information”), and (iii) a calculation of the Adjusted Purchase Price. In the event that the Adjusted Purchase Price is greater than the Closing Purchase Price, the amount of such difference shall be paid by Purchaser to Seller. In the event that the Closing Purchase Price is greater than the Adjusted Purchase Price, the amount of such difference shall be paid by the Seller to Purchaser. (b) If within 15 days following delivery of the Business Financial Information and calculation of Adjusted Purchase Price, the Purchaser has not given the Seller written notice of its objection to the calculation of Adjusted Purchase Price (which notice shall state the basis of the Purchaser's objection, such notice being referred to herein as the “Dispute Notice”), then the calculation of Adjusted Purchase Price shall be subject to adjustment as follows: (a) Buyer shall cause final and binding on the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (the "Auditors"), the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently appliedparties, and report on (with no (b) The parties hereto the Purchaser or Seller, as the case may be, shall use their reasonable best efforts make the payment to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 days after the Closing Dateother party contemplated in Section 1.3(a). (c) If the Purchaser delivers to the Seller the Dispute Notice, the Purchaser and the Seller shall attempt to resolve in good faith any disputed items during the 15-day period subsequent to the Seller's receipt of the Dispute Notice. If, after such 15-day period, the Seller and the Purchaser cannot resolve such dispute, the unresolved disputed items will be referred to a nationally-recognized firm of certified public accountants as the Seller and the Purchaser may designate (the “Accounting Firm”). Such referral shall be in the form of written statements of position by the Seller and the Purchaser to the Accounting Firm, with each party having the opportunity to respond to such written statements and any requests for statements or information that may be made by the Accounting Firm. The Accounting Firm shall as promptly as practicable (and in any event within 30 days) make a final determination of the Business Financial Information, which determination shall be made on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Financial Statements (as defined in Section 2.14 below), and calculation of the Adjusted Purchase Price Adjustment is a positive amountwhich shall be final and binding on the parties. Each of the Seller and the Purchaser shall provide the Accounting Firm with all information and documentation that the Accounting Firm reasonably requests in connection with its review of the disputed items. The fees and expenses incurred by the Accounting Firm in conducting the audit of the Business Financial Information shall be borne (i) by the Purchaser, in the event that the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days of calculated using the date of the delivery to Buyer of the Final Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If is greater than the Purchase Price Adjustment is a negative amountas determined using the original Business Financial Information (the “Original Purchase Price”) by an amount equal to or greater than five percent (5%) of the Original Purchase Price, then (ii) by the Seller, in the event that the Purchase Price shall be reduced calculated using the Final Statement is less than the Original Purchase Price by such amount, and the Sellers, shall pay such an amount equal to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen or greater than five percent (155%) business days of the Determination DateOriginal Purchase Price, or (iii) in all other circumstances, fifty percent (50%) by the Seller and fifty percent (50%) by the Purchaser. (d) In All payments required to be made in accordance with this Section 1.3 shall be made within ten days after the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature calculation of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be Adjusted Purchase Price becomes final and binding between on the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by Sellers1.3.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) The Buyer shall cause have notified the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. Seller in writing (the "AuditorsRevenue Dispute Notice")) prior to the date hereof if, following and based upon its due diligence investigation of the CompanySeller, it determines in good faith that the net patient revenues for the fiscal quarter ended December 31, 2004 of the Seller (the "Net Revenues") are less than $1,738,029 (the "Revenues Target") and the amount of such shortfall. The Revenue Dispute Notice shall also set forth and explain in reasonable detail, any differences between the Buyer's independent certified public accountants, calculation of the Net Revenues and the Seller's calculation of the Net Revenues previously furnished by the Seller to audit in accordance with generally accepted accounting principles, consistently applied, the Buyer. In the event no Revenue Dispute Notice is given prior to the execution and report on (with nodelivery of this Agreement by all of the parties hereto then no Purchase Price adjustment shall made pursuant to this Section 3.5. (b) The parties hereto Upon receipt by the Seller of the Revenue Dispute Notice, if any, the Buyer and the Seller shall use their reasonable best efforts negotiate in good faith to cause resolve any disagreement with respect to the Auditors Net Revenues set forth in the Revenue Dispute Notice. To the extent the Buyer and the Seller are unable to complete and deliver resolve any disagreement with respect to the Statement to Sellers and Buyer Net Revenues within 90 ten (10) days after receipt by the Closing DateBuyer of the Revenue Dispute Notice, the Buyer and the Seller shall promptly select a mutually acceptable nationally recognized public accounting firm with no material relationship to any of the Buyer, the Seller or Parent, or any Affiliate thereof, and submit their dispute to such accounting firm for a final and binding resolution as promptly as practicable. The Buyer and the Seller agree that the determination of such accounting firm will be final and binding, and that judgment may be entered thereon in any court having jurisdiction. The Net Revenues as determined by such accounting firm in accordance herewith, or as otherwise agreed upon by the Buyer and the Seller or deemed agreed upon by the Buyer and the Seller pursuant to this Section 3.5(b) will be deemed the "Final Net Revenues." One-half of the fees and expenses of any accounting firm selected by the Buyer and the Seller pursuant to and in accordance with this Section 3.5(b) will be borne by the Seller and one-half will be borne by the Buyer. (c) If the Purchase Price Adjustment Final Net Revenues is a positive amountless than the Revenues Target, the Purchase Price set forth in Section 3.1 shall be increased decreased by the product of (A) such amount, with such increase being payable in cash by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement deficiency and (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amountB) 1.7016, and the Sellers, shall Seller will pay such amount to the Buyer within two (2) business day of the determination of the Final Net Revenues by wire transfer of immediately available funds to a bank account designated by the Buyer in proportion writing to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination DateSeller. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3. The fees and expenses of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by Sellers.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer Not more than ten (10) nor less than one (1) Business Day prior to the Closing Date, Seller shall cause the Company deliver to prepare Purchaser a reasonably detailed estimate, prepared in good faith and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (the "Auditors"), the Company's independent certified public accountants, to audit in accordance with generally accepted the accounting policies, principles, consistently appliedpractices and methodologies used in the preparation of the Financial Statements, and report on of the Retained Liabilities as of the Closing Date (with nothe “Retained Liabilities Statement”). (b) The parties hereto Upon delivery of the Retained Liabilities Statement, to the extent in the possession or control of Seller, Seller will provide to Purchaser and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the books and records of Seller, to the extent reasonably related to its evaluation of the Retained Liabilities Statement, and shall cause the employees of Seller to cooperate with Purchaser and its Representatives in connection with Purchaser’s review of the Retained Liabilities Statement and other documents and information relating to Seller’s calculation of the Retained Liabilities as Purchaser may request. If Purchaser shall disagree with the calculation of the Retained Liabilities or any element of the Retained Liabilities Statement relevant thereto, it shall notify Seller of such disagreement in writing within sixty (60) days after its receipt of the Retained Liabilities Statement, which notice shall set forth in reasonable detail the particulars of such disagreement. In the event that Purchaser does not provide such a notice of disagreement within such sixty (60) day period, Purchaser shall be deemed to have accepted the Retained Liabilities Statement and the calculation of the Retained Liabilities delivered by Seller, which shall be final, binding and conclusive for all purposes hereunder. In the event a notice of disagreement is timely provided by Purchaser, Purchaser and Seller shall use their commercially reasonable best efforts for a period of twenty (20) days (or such longer period as they may mutually agree) to cause resolve any disagreements with respect to the Auditors calculation of the Retained Liabilities. If, at the end of such period, they are unable to complete resolve such disagreements, then an Auditor shall resolve any remaining disagreements. If Purchaser and Seller cannot mutually agree on the choice of the Auditor, then Purchaser shall deliver to Seller a list of three independent accounting firms of national standing in the Statement United States and Seller shall select one of such three accounting firms to Sellers and Buyer within 90 days after act as the Auditor. The Auditor shall determine the Retained Liabilities as of the Closing Date. (c) If the Purchase Price Adjustment is a positive amountDate as promptly as practicable, the Purchase Price shall be increased by such amount, with such increase being payable but in cash by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 event within fifteen (15) business days of after the Determination Date. date on which such dispute is referred to the Auditor, based solely on written submissions forwarded by Purchaser and Seller to the Auditor within ten (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (1510) days from following the Determination Date Auditor’s selection, and such Retained Liabilities amount, which shall be equal to attempt to resolve such dispute or between Seller’s and Purchaser’s calculations with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice respect to the other specifying Retained Liabilities, in reasonable detail the nature of the disputeaggregate, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final final, binding and binding between the parties conclusive for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3all purposes hereunder. The fees and expenses of the Accounting Arbitrator Auditor shall be borne paid one-half by Buyer Purchaser and one-half by SellersSeller. (c) Within five (5) Business Days following the final determination of the Retained Liabilities in accordance with this Section 2.07, (i) in the event that the Final Retained Liabilities Amount exceeds the Preliminary Retained Liabilities Amount, Seller shall pay to Purchaser the amount of such excess in cash or immediately available funds, and (ii) in the event that the Preliminary Retained Liabilities Amount exceeds the Final Retained Liabilities Amount, Purchaser shall pay to Seller the amount of such excess in cash or immediately available funds. The “Final Retained Liabilities Amount” means an amount equal to the Retained Liabilities as finally determined in accordance with this Section 2.07.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer shall cause the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. As promptly as practicable, but no later than ninety (the "Auditors"), the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b90) The parties hereto shall use their reasonable best efforts to cause the Auditors to complete and deliver the Statement to Sellers and Buyer within 90 days after the Closing Date, Purchaser shall cause to be prepared and delivered to the Sellers’ Representative, the Closing Statement (as defined below) in the form of Schedule 3.3(a) and a certificate based on such Closing Statement setting forth Purchaser’s calculation of Closing Working Capital. The closing statement (the “Closing Statement”) shall present the Net Working Capital as of the end of business on the Closing Date (“Closing Working Capital”). (b) If the Sellers’ Representative disagrees with Purchaser’s calculation of Closing Working Capital delivered pursuant to Section 3.3(a), the Sellers’ Representative may, within sixty (60) days after delivery of the Closing Statement, deliver a notice to Purchaser stating its disagreement with such calculation and setting forth the Sellers’ Representative’s calculation of such amount (“Dispute Notice”). Any such notice of disagreement shall specify those items or amounts as to which the Sellers’ Representative disagrees, and Sellers shall be deemed to have agreed with all other items and amounts contained in the Closing Statement and the calculation of Closing Working Capital delivered pursuant to Section 3.3(a). (c) If the Purchase Price Adjustment is Sellers’ Representative has delivered a positive amountDispute Notice pursuant to Section 3.3(b), the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, Purchaser and the Sellers’ Representative shall, shall pay such amount to Buyer in proportion to during the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Working Capital. If during such period, Purchaser and the Sellers’ Representative are unable to resolve such items in dispute as provided in the Dispute Notice (the “Unresolved Items”), they shall promptly thereafter cause ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or if unable or unwilling to accept its mandate, an independent accountant to be mutually agreed upon by the Sellers’ Representative and Purchaser) (▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or such other independent accountant, as the case may be, the “Accounting Referee”) to review this Agreement and the Unresolved Items for the purpose of calculating Closing Working Capital, based solely on the provisions of this Agreement and the written presentations by Purchaser and the Sellers’ Representative and not on an independent review. The Accounting Referee may not take oral testimony from the parties hereto or any other Person. In making such calculation, the Accounting Referee shall consider only the Unresolved Items and its decision for each such Unresolved Item shall not be greater than the greatest value, or lower than the lowest value, for such item as provided by Sellers’ Representative in the Dispute Notice or Purchaser in the Closing Statement, as the case may be. The parties hereto agree that all adjustments shall be made without regard to materiality. The Accounting Referee shall deliver to Purchaser and the Sellers’ Representative, as promptly as practicable (but in any case no later than thirty (30) days from the date the Accounting Arbitrator is retained. The decision of engagement of the Accounting Arbitrator Referee), a report setting forth such calculation. Such report shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant to this Section 2.3upon Purchaser and Sellers. The fees and expenses of the Accounting Arbitrator Referee shall be borne one-half allocated between Sellers, on one hand, and Purchaser, on the other, based upon the percentage which the portion of the contested amount not awarded to each such party bears to the total amount contested by Buyer such parties. (d) Purchaser and one-half Sellers shall, and shall cause their respective representatives to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Working Capital and in the conduct of the review referred to in this Section 3.3, including the making available to the extent necessary of books, records, work papers and personnel. (e) If Final Working Capital exceeds the Target Working Capital, Purchaser shall pay to Sellers such difference, in the manner and with interest as provided in Section 3.3(f), the amount of such excess and, if the Target Working Capital exceeds Final Working Capital, Sellers shall pay to Purchaser such difference, as an adjustment to the Purchase Price, in the manner and with interest as provided in Section 3.3(f). “Final Working Capital” means Closing Working Capital (i) as shown in Purchaser’s calculation delivered pursuant to Section 3.3(a) if no Dispute Notice is duly delivered pursuant to Section 3.3(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Purchaser and the Sellers’ Representative pursuant to Section 3.3(c) or (B) in the absence of such agreement, as shown in the Accounting Referee’s calculation delivered pursuant to Section 3.3(c); provided, however, that in no event shall Final Working Capital be more than the Sellers’ Representative’s calculation of Closing Working Capital set forth in the Dispute Notice or less than Purchaser’s calculation of Closing Working Capital as set forth in the Closing Statement. In the event that an amount is required to be paid by Sellers pursuant to this Section 3.3(e), Sellers’ Representative and Purchaser shall jointly instruct the Indemnity Escrow Agent to pay such amount to Purchaser from the Indemnity Escrow Account, and Sellers and Owner shall promptly replenish such distributed amount in the Indemnity Escrow Account for satisfaction if indemnity claims pursuant to Section 11.5(c).

Purchase Price Adjustment. The 2.4.1 Buyer will prepare and deliver to Seller on the basis of, and as determined in accordance with, the same principles used to prepare the Estimated Statement, as promptly as reasonably practicable following the Closing Date, and in any event no later than 60 days following the Closing Date: (i) its calculation of Cash as of the Reference Time; (ii) its calculation of Working Capital, as of the Reference Time (without giving effect to the Closing), (iii) its calculation of the aggregate amount of Indebtedness of the Group Companies, as of the Reference Time, (iv) its calculation of the aggregate amount of Quasi-Indebtedness of the Group Companies, as of the Reference Time, (v) its calculation of Transaction Expenses as of the Reference Time and (vi) based thereon, its calculation of the Purchase Price (the “Closing Statement”), together with supporting documentation and papers reasonably necessary for Seller to understand and evaluate the Closing Statement. 2.4.2 If Seller disagrees with Buyer’s calculation of the Purchase Price delivered pursuant to Section 2.4.1, Seller may, within 30 days after receipt of the Closing Statement, send a notice to Buyer (the “Objection Notice”) disagreeing with such calculation and which specifies Seller’s calculation of the Purchase Price and in reasonable detail Seller’s grounds for such disagreement. Any Objection Notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be subject deemed to adjustment as follows:have agreed with all other items and amounts contained in the Closing Statement and calculation of the Purchase Price delivered pursuant to Section 2.4.1. (a) 2.4.3 If an Objection Notice is sent pursuant to Section 2.4.2, Buyer shall cause and Seller shall, during the Company to prepare and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (15 days following delivery of the "Auditors")Objection Notice, the Company's independent certified public accountants, to audit in accordance with generally accepted accounting principles, consistently applied, and report on (with no (b) The parties hereto shall use their reasonable best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of the Purchase Price. If Buyer and Seller are unable to reach such agreement during such period, they shall promptly thereafter cause the Auditors members of the national office of KPMG or such other Person mutually agreed in writing by the Parties (the “Accounting Firm”), promptly to complete review this Agreement and deliver the Statement to Sellers and Buyer within 90 days after disputed items or amounts for the purpose of calculating the Purchase Price. In making such calculation, the Accounting Firm shall consider only those items or amounts in the Closing Date. (c) If Statement or Buyer’s calculation of the Purchase Price Adjustment is a positive amount, the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days of the date of the delivery as to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or which Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the noticedisagreed. The Accounting Arbitrator Firm shall review deliver to Buyer and Seller, as promptly as practicable but in any disputed items and resolve any such disputes event within thirty (30) 30 days of following the date on which the dispute is referred to the Accounting Arbitrator is retained. The decision Firm, a report setting forth such calculation and reasonably detailed explanation of each required adjustment, including the basis thereof; provided that the Accounting Arbitrator Firm’s decision for each disputed item shall be in the range of values assigned to each such item in the Closing Statement and Objection Notice. 2.4.4 The Accounting Firm’s determination shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant upon Seller and Buyer absent manifest error, shall be deemed a final arbitration award that is binding on Buyer and Seller, and neither Buyer nor Seller shall seek further recourse to this Section 2.3courts or other tribunals, other than to enforce such report. The fees and expenses of the Accounting Arbitrator Firm shall be borne one-half by Buyer or Seller in inverse proportion as each may prevail on the matters resolved by the Accounting Firm, which allocation will also be determined by the Accounting Firm and one-half by Sellersincluded in its written report.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer As promptly as practicable following the Closing, Peat Marwick LLP ("Peat Marwick") shall cause complete certain agreed upon procedures set forth in Schedule 2.3(a) for the Company to prepare purpose of rendering its report that the Asset Value as of the Determination Date and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. the amounts referenced on the Closing Cash Payment Adjustment Certificate (together, the "AuditorsClosing Calculation"), as prepared and presented by the Company's independent certified public accountantsSellers at the Closing, with such adjustments, if any, as may required in order to audit render such report, as well as the Settlement Certificate, have been prepared in accordance with generally accepted accounting principlesGAAP (as applicable), consistently appliedare accurate and complete, and report on that each of the Asset Value and Settlement Certificate has been calculated in accordance with the procedures set forth in Schedule 2.3(a) and the formula set forth in Schedule 2.1(a) hereof, respectively. The Closing Calculation, with such adjustments, if any, as Peat Marwick may require in order to render its report, is hereinafter referred to as the "Certified Closing Calculation". Peat Marwick shall deliver such calculation to Purchaser and the Sellers as promptly as practicable, but in no event later than 120 days after the Closing Date. All expenses of Peat Marwick in connection with the preparation of the Certified Closing Calculation pursuant to this subsection (with noa) shall be borne by Purchaser; (b) The If the Sellers or Purchaser disagrees with the Certified Closing Calculation as delivered pursuant to Section 2.3(a) hereof, then, within 30 days after Peat Marwick's delivery thereof, either or both of the Sellers on the one hand and Purchaser on the other hand may deliver a notice to the other and to Peat Marwick of such disagreement and setting forth such disagreeing party's calculation of the Closing Calculation. Any such notice of disagreement shall specify those items or amounts as to which the Sellers or Purchaser disagrees, and the Sellers or Purchaser, as the case may be, shall be deemed to have agreed with all other items and amounts contained in the Certified Closing Calculation; (c) If a notice of disagreement shall be timely delivered pursuant to Section 2.3(b) hereof, the parties hereto shall shall, during the 30 days following such delivery, use their reasonable best efforts to cause reach agreement on the Auditors disputed items or amounts in order to complete and deliver the Statement to Sellers and Buyer within 90 days after the Closing Date. (c) If the Purchase Price Adjustment is a positive amountdetermine, as may be required, the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any Closing Calculation. If, during such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyer, on the one hand, or Seller Representative on the other, disagrees with the Statement, such party shall have fifteen (15) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, that the dispute be resolved by an independent nationally-recognized accounting firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final and binding between the parties for the purpose of determining any Purchase Price adjustment pursuant are unable to this Section 2.3. The fees and expenses of the Accounting Arbitrator reach such agreement, they shall be borne one-half by Buyer and one-half by Sellers.promptly thereafter cause Ernst & Young or, if such firm declines to act in such capacity, such

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment as follows: (a) Buyer Following the Closing, but in any event no later than thirty (30) days thereafter, the Purchaser shall cause to be prepared and delivered to the Seller a statement (the “Closing Date Statement”) setting forth its calculation of the Closing Cash Adjustment of the Company to prepare (and Arth▇▇ Ande▇▇▇▇ ▇.▇.P. (each of the "Auditors")individual components thereof) as of the open of business on the Closing Date, the Company's independent certified public accountants, to audit prepared in accordance with generally accepted accounting principlesGAAP, consistently applied, and report which calculation shall use the same methodology as the calculation set forth on (with noSchedule 2.5. (b) The parties hereto Purchaser shall use their reasonable best efforts make such information, personnel and resources available to cause the Auditors Seller as may be reasonably necessary to complete and deliver enable the Statement Seller to Sellers and Buyer within 90 days after review the Closing DateDate Statement; provided, that the obligation of the Purchaser to provide such information, personnel and resources shall be limited to normal business hours with reasonable prior notice and in such a manner so as not to interfere with the conduct of the Purchaser’s or its Affiliates’ business. (c) If the Purchase Price Adjustment is a positive amount, the Purchase Price shall be increased by such amount, with such increase being payable in cash by Buyer within fifteen business days of the date of the delivery to Buyer of the Statement (the "Determination Date"). The amount of any such increase shall be allocated among the Sellers in proportion to the allocation of the Cash Amount payable at Closing as set forth on Exhibit 1 hereto. If the Purchase Price Adjustment is a negative amount, then the Purchase Price shall be reduced by such amount, and the Sellers, shall pay such amount to Buyer in proportion to the allocations set forth in Exhibit 1 within fifteen (15) business days of the Determination Date. (d) In the event that Buyerthe Seller disputes the calculation of the Closing Cash Adjustment (or any of the components thereof) set forth in the Closing Date Statement, the Seller shall notify the Purchaser in writing (the “Seller Dispute Notice”) of the amount, nature and basis of such dispute, within thirty (30) days after delivery of the Closing Date Statement. In the event of such a dispute, the Seller and the Purchaser shall first use good faith efforts to resolve such dispute among themselves. If the Seller and the Purchaser are unable to resolve the dispute within thirty (30) days after delivery of the Seller Dispute Notice, then any remaining items in dispute shall be submitted to a nationally recognized accounting firm in the United States jointly chosen by the Purchaser and the Seller, which in the absence of an agreement during such thirty (30) day period shall be Ernst & Young (the “Audit Firm”). If such disagreement and the determination of the Closing Cash Adjustment is submitted to the Audit Firm for resolution, then (i) the Seller and the Purchaser shall execute any agreement(s) required by the Audit Firm to accept their engagement pursuant to this Section 2.5(c), (ii) the Purchaser shall promptly furnish or cause to be furnished to the Audit Firm such work papers and other documents and information relating to the computation of the Closing Cash Adjustment as the Audit Firm may reasonably request and are available to the Purchaser, (iii) each Party shall be afforded the opportunity to present to such Audit Firm, with a copy to the other Party, any other written material relating to the computation of the Closing Cash Adjustment, (iv) the Audit Firm shall review only those items that are in dispute, (v) the Audit Firm shall not attribute a value to any single disputed amount greater than the greatest amount proposed by either Party nor an amount less than the least amount proposed by either Party, and (vi) the Seller, on the one hand, or Seller Representative and the Purchaser, on the otherother hand, disagrees shall each bear fifty percent (50%) of the fees and costs of the Audit Firm for such determination; provided, however, that the engagement agreement(s) referred to in subpart (i) above may require the parties to be bound jointly and severally to the Audit Firm for those fees and costs and, therefore, in the event the Seller or the Purchaser pays to the Audit Firm an amount in excess of fifty percent (50%) of the fees and costs of the Audit Firm’s engagement, the other parties agree to reimburse the Seller or the Purchaser, as the case may be, to the extent required to equalize the payments made by the Seller and the Purchaser with respect to the Statement, such party fees and costs of the Audit Firm. The written decision of the Audit Firm shall have fifteen be rendered within no more than sixty (1560) days from the Determination Date to attempt to resolve such dispute with the other. In the event such dispute cannot be resolved, either Buyer or Seller Representative can request, by the delivery of a notice to the other specifying in reasonable detail the nature of the dispute, within three (3) days of the expiration of such fifteen day period, date that the dispute be resolved by an independent nationally-recognized accounting matter is referred to such firm that has no business relationship with either party (the "Accounting Arbitrator") selected by the party delivering the notice. The Accounting Arbitrator shall review any disputed items and resolve any such disputes within thirty (30) days of the date the Accounting Arbitrator is retained. The decision of the Accounting Arbitrator shall be final and binding between on the parties hereto and, in the absence of fraud or manifest error, shall not be subject to dispute or review. Following any such dispute resolution (whether by mutual agreement of the parties or by written decision of the Audit Firm), the Closing Cash Adjustment (as determined in such dispute resolution) shall be determined final. (d) Immediately upon the expiration of the thirty (30) day period for giving the purpose Seller Dispute Notice, if no such notice is given, or upon notification by the Seller to the Purchaser that no such notice will be given, or immediately upon the resolution of determining any Purchase Price adjustment disputes, if any, pursuant to this Section 2.3. The fees 2.5, the Purchaser’s calculations set forth in the Closing Date Statement or Audit Firm’s calculations, as applicable, or as otherwise agreed to by the Purchaser and expenses the Seller pursuant to this Section 2.5, shall be final and binding on the parties hereto and shall not be subject to dispute or review. (e) Within five (5) Business Days of final determination of the Accounting Arbitrator Closing Cash Adjustment pursuant to this Section 2.5, the Purchaser shall pay, or cause to be borne one-half paid, (on behalf of the Company) to the Seller an amount in cash equal to (a) the Company Adjusted Intercompany Balance minus (b) the amount of the Closing Cash Adjustment as finally determined pursuant to Section 2.5 (which may be a positive or negative number) via wire transfer of immediately available funds in accordance with the wire instructions provided by Buyer and one-half by Sellersthe Seller. For purposes of clarity, if the Closing Cash Adjustment is a negative number the result will be that the Purchaser shall pay such amount to the Seller in addition to the Company Adjusted Intercompany Balance.