Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuance.

Purchase Price Adjustment. The Closing Balance Sheet (i) If Final Prorated Liabilities for Buyer's account exceed Final Prorated Assets for Buyer's account, Seller shall be deemed final pay to Buyer, as an adjustment to the Purchase Price, in the manner and with interest as provided in Section 2.09(b), the amount of such excess. If Final Prorated Assets for Buyer's account exceed Final Prorated Liabilities for Buyer's account, Buyer shall pay to Seller, as an adjustment to the purposes Purchase Price, in the manner and with interest as provided in Section 2.09(b), the amount of this such excess. "FINAL PRORATED ASSETS" and "FINAL PRORATED LIABILITIES" means, as the case may be, the Prorated Assets and Prorated Liabilities (x) as shown in Buyer's calculation delivered pursuant to Section 2.6 upon the earlier 2.08(b), if no Notice of Disagreement with respect thereto is duly delivered by Seller to Buyer pursuant to Section 2.08(d); or (y) if a Notice of Disagreement is delivered, (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), as agreed by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three 2.08(e) or (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (iB) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days absence of such determinationagreement, pay such amount as determined by the Accounting Firm pursuant to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; andSection 2.08(f). (ii) (A) If Final Deferred Revenue exceeds the Collected Deferred Revenue Amount, Seller shall pay to Buyer, as an adjustment to the Purchase Price, in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amountmanner and with interest as provided in Section 2.09(b), then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such excess to Seller the extent Buyer was unable to offset such excess from its collection of Accounts Receivables pursuant to the second sentence of Section 2.13(b) below; (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per shareB) if such amount the Collected Deferred Revenue Amount exceeds $100,000; provided thatFinal Deferred Revenue, Buyer shall pay to Seller, as an adjustment to the Purchase Price, in no event shall the number of shares of Parent’s common stock issued pursuant to this manner and with interest as provided in Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuance.20

Purchase Price Adjustment. (a) The Closing Balance Sheet parties acknowledge that the Purchase Price of $7,091,059 set forth in Section 1.2 hereof reflects the sum of $2,446,521 and the aggregate value, as of December 31, 2002, of the Company’s (i) inventory (ii) accounts receivable, (iii) work in progress, (iv) net amount of prepayments and payables, and (v) outstanding long-term notes receivables (lease purchase notes) (items (i) through (v), collectively, the “Purchase Price Components”), with the value of each Purchase Price Component determined as contemplated by Exhibit 1.3 attached hereto. The parties agree that at the Closing, the Purchase Price of $7,091,059 shall be deemed final for adjusted by an amount of dollars, positive or negative, as the purposes case may be, to reflect the difference between $7,091,059 and the sum of this Section 2.6 upon $2,446,521 and the earlier aggregate value, as of the Closing Date, of the Company’s Purchase Price Components, with the value of each Purchase Price Component determined as contemplated by Exhibit 1.3 attached hereto (A) the failure net amount of Buyer to notify Seller of a dispute within any such adjustment, the “Purchase Price Adjustment”). At least ten (10) business calendar days of Seller’s delivery prior to the Closing Date, the Seller shall prepare and deliver to the Buyer in good faith its estimate of the Closing Balance Sheet to BuyerPurchase Price Adjustment, if any, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a “Estimated Purchase Price adjustment shall be made as follows: (iAdjustment”) in showing the event that adjustments contemplated by this Section 1.3 for the Net Asset Balance reflected on Buyer’s review and comment. At the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated AmountClosing, then the Purchase Price shall be adjusted downward in an amount equal to reflect the Estimated Purchase Price Adjustment, subject to further adjustment post-Closing as contemplated by Section 1.3(b). (b) Within thirty (30) calendar days following the Closing Date, the Seller shall prepare and deliver to the Designated Amount plus Buyer in good faith a final closing statement setting forth the Purchase Price Adjustment in accordance with this Section 1.3 (the “Final Closing Statement”). Within thirty (30) calendar days following the Buyer’s receipt of the Final Closing Statement, the Buyer may object in good faith to the Purchase Price Adjustment (as reflected on the Final Closing Statement) in writing. In the event of any such excess over objection, the Designated Amount, Buyer and the Seller shall attempt to resolve their differences by negotiation. If such Parties are unable to do so within thirty (30) calendar days following Seller’s receipt of the Buyer’s objection, the Seller and the Buyer shall appoint a nationally recognized accounting firm mutually acceptable to each of the Seller and the Buyer, which shall, at the Seller’s and the Buyer’s joint expense, review the Final Closing Statement and determine the Purchase Price Adjustment, if any, within three thirty (330) business calendar days of such appointment. The Seller and the Buyer agree to cooperate with such accounting firm and provide it with such information as it reasonably requests to enable it to make such determination. The finding of such accounting firm shall be binding on the Parties hereto. Upon determination by agreement of the Seller and the Buyer or by binding determination of said accounting firm of the Purchase Price Adjustment, pay such amount to Buyer (i) in cash if the Purchase Price Adjustment exceeds the Estimated Purchase Price Adjustment (such amount is not more than $100,000 excess amount, the “Deficiency”), the Buyer shall pay to the Seller the Deficiency, or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount the Estimated Purchase Price Adjustment exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price Adjustment (such excess amount, the “Excess”), the Seller shall pay to the Buyer the Excess. Any portion of any Deficiency or Excess owed hereunder shall be adjusted upward in an amount equal paid to the Designated Amount plus such excess over Party or Parties owed the Designated Amount and Buyer shall, within three same by the Party or Parties owing the same by wire transfer in immediately available funds to an account designated by the Party or Parties owed the same no later than five (35) business days of such determination, pay following the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% determination by agreement of the number Seller and the Buyer or by binding determination of shares said accounting firm of Parent’s common stock issued the Purchase Price Adjustment, and outstanding immediately prior such payment shall be accompanied by an additional payment of interest, calculated with a 4% annual interest rate from the date of Closing to such issuancethe date of payment under this provision.

Purchase Price Adjustment. The (a) In the event that circumstances exist that require the parties to negotiate in good faith cooperative arrangements under Section 2.12 or potential amendments to this Agreement pursuant to Sections 8.5 and 9.5 (dealing with possible subsequent transfers of Transferred Assets after the Closing Balance Sheet in the event of certain injunctions) or potential amendments to the Management Agreement referred to in Section 2.15, or to negotiate in good faith equitable adjustments in the Purchase Price pursuant to the provisions of the foregoing Sections, or the provisions of Section 8.6 (respecting the condition of title to interests in real property) (Sections 2.12, 2.15, 8.5, 8.6 and 9.5 being collectively referred to as the "Adjustment Sections"), then and in any of such events, such negotiations, and the resolution of disagreements arising therefrom, shall be deemed final for conducted in accordance with the purposes provisions of this Section 2.6 upon 2.14. The parties shall negotiate such cooperative arrangements, potential amendments and equitable adjustments in the earlier of Purchase Price in good faith prior to any scheduled Closing Date (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery as may be extended by mutual agreement of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(iiparties), by Buyer and Seller and (C) the resolution of all disputesand, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject in connection with an adjustment to the limitation set forth Purchase Price, shall also negotiate appropriate amendments to the Allocation Schedule arising therefrom, provided that any adjustment in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal consistent with the original Allocation Schedule. If the parties are unable to agree by the day prior to such scheduled Closing Date, then such scheduled Closing Date (and the Termination Date, if necessary) shall be extended for up to 15 business days to provide for the opportunity to resolve such disagreement pursuant to the Designated Amount plus provisions of this Section 2.14. On the day the Closing would have occurred but for the absence of agreement between the parties, each party shall designate an individual (who may not be a present or former officer, director, partner or employee of the party or of any present or former investment banker, accounting firm, law firm or attorney regularly used by the party) to mediate such excess over disagreement, and advise the Designated Amountother party in writing of the identity of such individual, which advice shall be accompanied by a list of up to ten suggested neutral individuals to serve as a third mediator. The mediators originally designated by each party shall promptly confer about the selection of a third mediator from such lists, and within five business days following the originally scheduled Closing Date (or Termination Date, as the case may be), the originally designated mediators shall agree upon and (subject to availability) select the third mediator from the lists submitted by the parties or otherwise, provided that if the originally designated mediators cannot agree upon a third mediator by such date, the third mediator shall be designated by the Alternative Dispute Resolution Service of NHLA/AAHA, Inc. The three mediators so selected are herein referred to as the "Panel". Within two business days following the designation of the third mediator, each party shall submit to the Panel, in writing, its proposed cooperative arrangements, amendments to this Agreement, amendments to the Management Agreements and/or equitable adjustments in the Purchase Price in the absence of any such cooperative arrangements or amendments, except that the parties need only submit their proposed adjustments to the Purchase Price (and proposed amendments to the Allocation Schedule) in the case of disagreements about adjustments for certain acquisitions and modifications under Section 2.12(b), or imperfections of title under Section 8.6). Such proposals shall be materially in accordance with the last proposals made by such party to the other party during the course of the aforementioned good faith negotiations between the parties. The parties shall additionally submit such memoranda, arguments, briefs and evidence in support of their respective positions, and in accordance with such procedures, as a majority of the Panel may determine. Within seven business days following the designation of the third mediator, the Panel shall, by majority vote, select the proposed cooperative arrangements, amendments or adjustments of the Purchase Price, as the case may be, proposed by one of the parties, it being agreed that the Panel may modify such proposal in any way which is not otherwise inconsistent with the terms of this Agreement. Thereafter, the parties shall, subject to the terms and conditions of this Agreement, consummate the Transactions on the basis of such selected cooperative arrangements, amendments or adjustments at a mutually agreeable time and place or places, in accordance with the provisions of Section 2.13, which shall be no later than the 15th business day following the originally scheduled Closing Date or such later date as the parties may agree upon. Subject to the foregoing, the Panel may determine the issues in dispute following such procedures, consistent with the language of this Agreement, as it deems appropriate to the circumstances and with reference to the amounts in issue. No particular procedures are intended to be imposed upon the Panel, it being the desire of the parties that any such disagreement shall be resolved as expeditiously and inexpensively as reasonably practicable. No member of the Panel shall have any liability to the parties in connection with service on the Panel, and the Seller shallparties shall provide such indemnities to the members of the Panel as they shall request. (b) Notwithstanding the foregoing, within three or any other provisions of this Agreement, unless the parties otherwise agree, no adjustment to the Purchase Price (3except in connection with an adjustment made pursuant to Section 2.15) business days shall be made which exceeds, individually or in the aggregate of all such adjustments, 50% of the original Purchase Price, it being agreed that if the conditions to consummation of the Transactions are otherwise met but for Purchase Price adjustments contemplated by the Adjustment Sections in excess of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amountpercentage, then the Purchase Price conditions to consummation of the Transactions shall be adjusted upward in an amount equal deemed not to the Designated Amount plus have been met. In such excess over the Designated Amount and event, Buyer shall, within three (3) business days of such determination, pay the amount of such shall be entitled to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% refund of the number of shares of Parent’s common stock issued Execution Fee and outstanding immediately prior accrued interest thereon and the parties shall be deemed to such issuancehave been released from their obligations under Sections 10.3 and 10.

Purchase Price Adjustment. The Closing Balance Sheet (a) As an adjustment to the Initial Purchase Price, (i) if the Settlement Amount is greater than zero, the Purchaser shall pay to the Seller such Settlement Amount in the manner provided in clause (c) or (e), as the case may be, of this Section 3.01; or (ii) if the Settlement Amount is less than zero, the Seller shall pay to the Purchaser the absolute value of such Settlement Amount in the manner provided in clause (d) or (e), as the case may be, of this Section 3.01. (b) Payment of the Settlement Amount shall be in cash or validly issued shares of Common Stock (“Payment Shares”), as the Purchaser shall elect, which binding election shall be made no later than the second Business Day following the Valuation Completion Date and communicated to the Seller in writing; provided that if the Purchaser fails to make such an election in the manner contemplated hereunder, the Purchaser shall be deemed final for to have elected settlement in cash; and provided further that the purposes of this Section 2.6 upon Purchaser shall not have the earlier of (A) the failure of Buyer right to notify Seller of a dispute within ten (10) business days of Seller’s elect delivery of the Closing Balance Sheet to Buyer, (B) Settlement Amount or receipt of the resolution absolute value of all disputes, the Settlement Amount in Payment Shares pursuant to this Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows3.01 if: (i) in the event that representations and warranties made by the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal Purchaser to the Designated Amount plus Seller in Section 5.01 are not true and correct in all material respects as of the date the Purchaser makes such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000election; andor (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price Settlement Amount shall be adjusted upward in an amount equal payable by the Purchaser to the Designated Amount plus such excess over Seller, the Designated Amount and Buyer shall, within three Purchaser has taken any action that would make unavailable either (3A) business days the exemption set forth in Section 4(2) of such determination, pay the amount Securities Act for the sale of such any Payment Shares by the Purchaser to the Seller (i) in cash if such amount is not more than $100,000 or (iiB) a combination an exemption from the registration requirements of forty-five percent (45%) in cash and fifty-five percent (55%) in Parentthe Securities Act reasonably acceptable to the Seller for resales of Payment Shares by the Seller. For the avoidance of doubt, upon the Purchaser’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued making an election to receive or to deliver Payment Shares pursuant to this Section 2.6(d)(ii3.01(b), when aggregated the Purchaser shall be deemed to make the representations and warranties in Section 5.01 hereof as if made on the date of the Purchaser’s election. (c) Subject to Section 3.01(b), if the Settlement Amount shall be payable by the Purchaser to the Seller: (i) Notwithstanding any election by the Purchaser to make payment in Payment Shares, at any time prior to the time the Seller (or any affiliate of the Seller) has contracted to resell such Payment Shares, the Purchaser may deliver in lieu of such Payment Shares an amount in cash equal to the Settlement Amount, in the manner set forth in Section 3.01(e). (ii) If the Purchaser elects to pay any Settlement Amount in Payment Shares, then on the Settlement Date, the Purchaser shall deliver to the Seller a number of Payment Shares equal to the quotient of (A) such Settlement Amount divided by (B) the Private Placement Price (determined in accordance with the Stock ConsiderationPrivate Placement Procedures contained in Annex A hereto). (d) Subject to Section 3.01(b), exceed 19.9% if the absolute value of the number Settlement Amount shall be payable by the Seller to the Purchaser and the Purchaser elects to receive the absolute value of the Settlement Amount in Payment Shares, then (i) the Seller shall, beginning on the first Trading Day following the later of (A) the Valuation Completion Date or (B) the date that Purchaser communicates its election to the Seller, continuing on each succeeding Trading Day and ending on the Trading Day when the Seller shall have satisfied its obligations under this clause (d) (the “Seller Payment Share Purchase Period”), purchase (subject to the provisions of Section 4.01 and Section 4.02 hereof) shares of Parent’s common stock issued and outstanding immediately prior Common Stock with an aggregate value equal to such issuanceSettlement Amount (which value shall, for each such share, be deemed to equal (x) 10b-18 VWAP on the Trading Day on which such share was purchased by the Seller plus (y) the Settlement Commission and which for the avoidance of doubt shall not be determined on the basis of the Seller’s actual purchase price) and (ii) the Seller shall deliver such shares of Common Stock to the Purchaser on the settlement dates relating to such purchases. (e) If the Purchaser elects to receive the absolute value of the Settlement Amount or to pay the Settlement Amount in cash, then payment of such Settlement Amount shall be made by wire transfer of immediately available U.S. dollar funds on the Settlement Date.

Purchase Price Adjustment. The Closing Balance Sheet On the date which is 18 months following the date on which any Mortgage Loan is subject to a Pass-Through Transfer or a Whole Loan Transfer in which the Purchaser received cash and non-cash consideration in excess of 102.25% of the unpaid principal balance of such Mortgage Loan plus Disposition Expenses, the Purchaser shall pay to the Seller a purchase price adjustment equal to (i) one-eighth of one percent (0.125%) times the aggregate unpaid principal balance of such Mortgage Loan as of the pool disposition cut-off date of such Pass-Through Transfer or Whole Loan Transfer less (ii) the total amount of the losses actually realized by the Purchaser or reasonably estimated by the Purchaser to be deemed final for realized as a result of any repurchases by the Purchaser of such Mortgage Loans resulting from a breach of a representation or warranty in Section 7 hereof or in any document entered into in connection with a Pass-Through Transfer or Whole Loan Transfer pursuant to Section 12(b)(3) or any obligations or claims resulting from a breach of such a representation or warranty that exist on behalf of the Purchaser to repurchase such Mortgage Loan or any other Mortgage Loan which was subject to such Pass-Through Transfer or Whole Loan Transfer. For purposes of this Section 2.6 upon 4.03, the earlier Purchaser's losses on any Mortgage Loan shall be equal to the sum of (Aa) any unreimbursed indemnification expenses incurred or to be incurred by the Purchaser in connection with such Mortgage Loan, and (b) the failure excess, if any, of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) the amount paid or to be paid by the Purchaser in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amountconnection with any such repurchase, then the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination the total proceeds received by the Purchaser with respect to such Mortgage Loan pursuant to such Whole Loan Transfer or Pass-Through Transfer, net of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days expenses of such determination, pay sale or other disposition and the amount reasonable expenses of the repurchase and resale of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuanceMortgage Loan.

Purchase Price Adjustment. The Closing Balance Sheet In the event there shall be deemed final for an inaccuracy in any of the purposes representations or warranties of this Section 2.6 upon Seller or a breach by Seller of one or more covenants to be performed by Seller prior to Closing or an inaccuracy in any of the earlier representations or warranties of (A) any Subsidiary of Seller or a breach by a Subsidiary of Seller of one or more covenants to be performed by such Subsidiary herein or in any documents executed by such Subsidiary in connection with the transactions contemplated hereby, which inaccuracy or breach is Material and such inaccuracy or breach does not constitute a failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet conditions to Buyer, (B) the resolution of all disputes, pursuant 's or its Subsidiaries' obligations to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation close as set forth in Section 2.6(c)(iv12.02(a), within three (3) business days or there shall be a Material loss or damage to any of the Assets as a result of fire or other casualty and Seller does not elect to restore such Assets as provided in Section 8.09, the Parties shall use all reasonable efforts to agree prior to Closing Balance Sheet being deemed final, to a Purchase Price downward adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then to the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus decline in value of any of the Assets resulting from such excess over inaccuracy, breach, loss or damage. In this regard, the Designated Amountdecline in value shall be on a dollar-for-dollar basis for balance sheet items and, with respect to other items affecting value, shall be as mutually agreed by the Parties. If the Parties are unable to agree on the amount of the Purchase Price adjustment prior to Closing, and all of the Seller shallconditions to the obligations of the Parties to close have been satisfied or waived, within three (3) business days the Parties shall proceed to close the transaction contemplated hereby and the disagreement regarding the amount of such determinationthe Purchase Price adjustment shall be resolved in accordance with the dispute resolution procedure described in Section 3.05(b), pay such amount with the 30-day period referred to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected first sentence thereof beginning on the Closing Balance Sheet exceeds Date. Once such disagreement is resolved, Seller, or its Subsidiary, as the Net Asset Balance reflected on case may be, shall then pay to Buyer, or its Subsidiary, as the Preliminary case may be, the amount of such adjustment, if any, with interest at the rate provided in Section 3.05(d)(i) from the Closing Balance Sheet by at least Date through the Designated Amountdate of payment. Notwithstanding anything herein to the contrary, then no downward adjustment in the Purchase Price shall be adjusted upward in an amount equal made under this Section 3.08 to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay extent that the amount of such thereof is subject to Seller (i) adjustment under the Inventory evaluation procedures elsewhere in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuanceArticle 3.

Purchase Price Adjustment. If the Obligor of any Receivable purchased by GE Capital does not pay the full amount owing with respect to such Receivable on or before the payment due date for such Receivable, PST shall pay GE Capital on each Settlement Date a Purchase Price Adjustment for each such Receivable during the period of time that transpires from the payment due date until the earliest of (i) the date on which payment in full with respect to such Receivable is actually made, (ii) the date on which such Receivable becomes a Written-Off Receivable, or (iii) the date on which such Receivable is repurchased by PST if repurchase is required by this Agreement. The Closing Balance Sheet adjustment to the Purchase Price paid by PST to GE Capital ("Purchase Price Adjustment") shall be deemed final equal the result obtained by multiplying (i) the unpaid balance on such Receivable after the due date by (ii) the result obtained by adding three percent (3%) to the Commercial Paper Rate, multiplying that sum by the number of days in which payment is past the due date (less the number of days, if any, for the purposes of this Section 2.6 upon which a Purchase Price Adjustment has already been paid), multiplying that result by eighty-five percent (85%), and dividing that result by three hundred and sixty (360). Within three (3) Business Days following the earlier of (Ai) the failure of Buyer date on which payment with respect to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be such Receivable is actually made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) the date on which such Receivable becomes a combination of fortyWritten-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated AmountOff Receivable, then the PST shall pay to GE Capital any remaining Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuanceAdjustment.

Purchase Price Adjustment. (a) As soon as practicable after the Closing, but in no event later than sixty (60) days after the Closing, Seller shall cause to be prepared and delivered to Buyer: (x) an unaudited statutory balance sheet of CalFarm as of the end of the calendar month immediately preceding the Closing Date (the "Closing Balance Sheet"), which balance sheet shall reflect (i) the transfer of assets and liabilities to and from CalFarm as a result of the Depooling Agreement (including the net change in the tax liabilities of CalFarm related to the consummation of the transactions contemplated by the Depooling Agreement), (ii) the transfer to CalFarm by Seller of all the outstanding shares of common stock of CalFarm Agency prior to the Closing Date, and (iii) the transfer by Seller to CalFarm pursuant to an assignment or sublease of all of Seller's rights and obligations under the office building lease between Xxxxxx Hills Business Center II, a California limited partnership, and Seller dated as of February 16, 1996, as amended as of September 11, 1998 ((i), (ii) and (iii) above being collectively referred to herein as the "Related Transfers"); PROVIDED, HOWEVER, that no effect shall be given to any Tax Liability paid or to be paid by CalFarm, Cal-Ag or CalFarm Agency as a result of the Elections provided for in Section 12.8; and (y) a report indicating the market value as of the Closing Date of the Investment Assets of CalFarm which market value shall be determined by Xxxxxxx Xxxxx Pricing Services, except as otherwise provided on Annex B hereto. The Closing Balance Sheet shall (i) be deemed final prepared in accordance with SAP (other than the requirement thereof for footnote disclosure), (ii) be consistent with the purposes preparation of this the SAP Statements (as defined in Section 2.6 upon 3.8 hereof) and (iii) be based on, and give effect to, the earlier methods, procedures, assumptions and transfers used in the preparation of (A) the failure of 1998 Pro Forma Balance Sheet. Buyer to notify shall cooperate with Seller of a dispute within ten (10) business days of Seller’s delivery in the preparation of the Closing Balance Sheet and shall provide Seller with access to CalFarm's premises and shall make available to Seller such employees, information systems, books and records of CalFarm as Seller may reasonably request to prepare the Closing Balance Sheet. At the option and expense of Buyer, (B) the resolution of all disputesupon notice to Seller prior to Closing, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made audited by PricewaterhouseCoopers LLP (such Closing Balance Sheet as follows: so audited being referred to herein as the "Audited Closing Balance Sheet") and which Audited Closing Balance Sheet shall be delivered to Buyer upon completion of the audit. If the Closing Balance Sheet is so audited, the Audited Closing Balance Sheet shall be final and binding on the parties and shall be deemed to be the Closing Balance Sheet for purposes of subsection (ib) in below, except that (x) the event that the Net Asset Balance amount of unpaid losses and loss adjustment expenses reflected on the Preliminary unaudited Closing Balance Sheet exceeds shall be the Net Asset amount of unpaid losses and loss adjustment expenses and (y) the amount of accrued liabilities representing the difference between the estimated Purchase of Goodwill liability under the agreements with traditional agents (formerly known as "exclusive agents") and the estimated amount recoverable from the future sale of books of business to purchasing agents (the "Agent Business Accrual Liability") reflected on the unaudited Closing Balance reflected Sheet shall be the amount of Agent Business Accrual Liability used for purposes of determining the Surplus on the Closing Balance Sheet by at least the Designated Amountpursuant to subsection (b) below; PROVIDED THAT, then the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay extent that Buyer disagrees with any such amount solely as its relates to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash events and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) developments since January 1, 1999 reflected in the event that SAP results of operations of CalFarm from January 1, 1999 to and including the Net Asset Balance reflected on date of the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated AmountSheet, then the Purchase Price such disagreement shall be adjusted upward in an amount equal resolved pursuant to subsection (c) below. (b) Subject to the Designated Amount plus such excess over the Designated Amount remainder of this subsection (b) and Buyer shallsubsection (c) below, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuance.twenty

Purchase Price Adjustment. The (a) On or prior to the 180th day following the Closing Balance Sheet Date, PHC shall be deemed final for deliver to the purposes Shareholder Representative (defined below) in writing PHC's calculation of this Section 2.6 upon the earlier Closing Working Capital Amount (defined below). If the Shareholder Representative objects to PHC's calculation of the Closing Working Capital Amount, he shall deliver to PHC a Dispute Notice within fifteen (A) the failure of Buyer to notify Seller of a dispute within ten (1015) business days of Seller’s receipt by the Shareholder Representative of PHC's calculation. In the absence of such Dispute Notice, PHC's calculation shall be final and binding on each party hereto. If a Dispute Notice is delivered to PHC, PHC and the Shareholder Representative shall negotiate in good faith to resolve any differences related to the calculation of the Closing Working Capital Amount promptly following delivery of the Dispute Notice. If PHC and the Shareholder Representative fail to reach agreement after three business days of such good faith negotiations, then the Closing Balance Sheet to BuyerWorking Capital Amount shall be determined by a partner in the Houston, Texas office of Coopers & Xxxxxxx, L.L.P. (Bor its successor entity) with significant health care experience (the resolution of all disputes, pursuant to Section 2.6(c)(ii"Determining Party"), whose determination of the Closing Working Capital Amount shall be final and binding on each party hereto. In the event that it is necessary for the Determining Party to calculate the Closing Working Capital Amount, PHC and the Shareholder Representative will fully cooperate with the Determining Party in order to enable the Determining Party to reach its determination as soon as practicable, but in no event later than 15 days after the matter is referred to the Determining Party. The cost of retaining the Determining Party will be borne equally fifty percent (50%) by Buyer PHC and Seller and fifty percent (C50%) through a deduction from the resolution Withheld Portion. The "Shareholder Representative" shall be the individual designated by Xxxx Xxxxx, M.D., whom the parties agree has the power to bind the Shareholders for the limited purpose of all disputes, pursuant to this Section 2.6(c)(ii), by the Independent Accounting Firm1.9. ----------- (b) Subject to the limitation further adjustment as set forth in Section 2.6(c)(iv)8.1, within three on the ----------- date that is two hundred and twenty-five (3225) business days of following the Closing Balance Sheet being deemed finalDate, a Purchase Price adjustment shall be made as follows: (i) in to the event extent that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet Initial Working Capital Amount exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Working Capital Amount, then PHC shall pay to the Purchase Price shall be adjusted downward in Shareholders (other than the Recent Shareholders and the Xxxxxx X. Xxxxxx Trust ("Xxxxxx")) an amount equal to the Designated Withheld Portion less the amount by which the Initial Working Capital Amount plus such excess over exceeds the Designated Closing Working Capital Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or ; (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in to the event extent that the Net Asset Balance reflected on the Closing Balance Sheet Working Capital Amount exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Initial Working Capital Amount, then the Purchase Price PHC shall be adjusted upward in an amount equal pay to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three Shareholders (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuance.other 4-

Purchase Price Adjustment. (a) The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: be: (i) in increased dollar-for-dollar by the event amount that the Net Asset Balance reflected on Final Actual Inventory Amount is greater than $3,093,660 and (ii) decreased dollar-for-dollar by the Preliminary Closing Balance Sheet exceeds amount that the Net Asset Balance reflected on Final Actual Inventory Amount is less than $2,972,340. If the Closing Balance Sheet by at least the Designated AmountFinal Actual Inventory Amount is equal to or greater than $2,972,340 and is equal to or less than $3,093,660, then there shall be no adjustment to the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii5.2. (b) Buyer shall cause the inventory included in the Purchased Assets to be shipped to Buyer, at Buyer’s sole cost and expense (including with respect to insurance), when aggregated with as soon as practicable after the Stock ConsiderationClosing Date. Title to, exceed 19.9% and risk in respect of, such inventory shall pass to Buyer at the Closing upon delivery of such inventory to Buyer at Seller’s locations prior to the loading of such inventory unto the shipping trucks hired by Buyer. The loading of such inventory unto such shipping trucks shall be made in the presence of, and shall be coordinated by, representatives of each of Buyer and Seller. Such inventory shall be unloaded from such shipping trucks at Buyer’s locations in the presence of representatives of Seller (and Buyer shall give at least three Business Days’ prior written notice to Seller of the arrival of the shipping trucks to Buyer’s locations). Upon the unloading of such inventory from the shipping trucks, Buyer’s representatives shall, in the presence of Seller’s representatives, count, classify and review the inventory actually included in the Purchased Assets and, based upon such count, classification and review, Buyer shall subsequently prepare and deliver to Seller a written statement (the “Actual Inventory Statement”) setting forth the value of the inventory included in the Purchased Assets (determined by multiplying the agreed purchase price per unit (as set forth on Schedule 2.2 of Seller’s Disclosure Letter) by the number of shares each unit of Parentinventory actually included in the Purchased Assets received by Buyer (the “Actual Inventory Amount”); provided, however, that the counting, classifying and reviewing of the inventory included in the Purchased Assets that is located in the United Kingdom shall be made at Seller’s common stock issued locations. After receipt of the Actual Inventory Statement, Seller shall have 20 days to review it. If Seller disagrees with Buyer’s calculation of the Actual Inventory Amount (or any component thereof) set for the in the Actual Inventory Statement, Seller shall give Buyer a written notice (a “Dispute Notice”) explaining in detail the basis of such disagreement within 20 days after Seller’s receipt of the Actual Inventory Statement. Buyer and outstanding immediately prior Seller shall cooperate in good faith to resolve such issuance.dispute as promptly as possible. If Seller agrees in writing with Buyer’s calculation of the Actual Inventory Amount set forth in the Actual Inventory Statement, or if Seller does not timely give Buyer a Dispute Notice as provided above, Seller’s calculation of the Actual Inventory Amount set forth in the Actual Inventory Statement shall be deemed to be final, binding, conclusive and non-appealable on the parties. If Seller and Buyer shall fail to reach an agreement relating to the Actual Inventory Statement within 30 days from the date Seller provided the Dispute Notice to Buyer, then at the written election of Seller or Buyer delivered to the other party (the “Audit Notice”), Seller and Buyer shall submit any unresolved issues to a nationally or regionally recognized accounting firm that does not represent Seller or Buyer, as mutually agreed to by Seller and Buyer, for determination (the “Neutral Auditor”). Each party agrees to execute, if requested by the Neutral Auditor, a reasonable and customary engagement letter. All fees and expenses relating to the work, if any, to be

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for (a) If the purposes of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of Adjusted Purchase Price exceeds the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as followsPrice: (i) the Purchaser shall promptly (but no later than five (5) Business Days) following the determination of the Final TBV deliver to the Representative by wire transfer of immediately available funds to the account(s) designated in writing by the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in Representative an amount in cash equal to the Designated Amount plus sum of (A) such excess over plus (B) the Designated Adjustment Holdback Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) promptly after receipt by the Representative of the amounts sent to it pursuant to the foregoing clause (i), the Representative shall distribute such amounts to the Sellers in the event that the Net Asset Balance reflected on accordance with their respective Pro Rata Percentages. (b) If the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price equals the Adjusted Purchase Price: (i) the Purchaser shall be adjusted upward promptly (but no later than five (5) Business Days) following the determination of the Final TBV deliver to the Representative by wire transfer of immediately available funds to the account(s) designated in writing by the Representative an amount in cash equal to the Designated Amount plus such excess over Adjustment Holdback Amount; and (ii) promptly after receipt by the Designated Amount and Buyer shall, within three (3) business days Representative of such determination, pay the amount of sent to it pursuant to the foregoing clause (i), the Representative shall distribute such amount to Seller the Sellers in accordance with their respective Pro Rata Percentages. (c) If the Closing Purchase Price exceeds the Adjusted Purchase Price by an amount less than the Adjustment Holdback Amount: (i) the Purchaser shall promptly (but no later than five (5) Business Days) following the determination of the Final TBV deliver to the Representative by wire transfer of immediately available funds to the account(s) designated in writing by the Representative an amount in cash if equal to the difference of (A) the Adjustment Holdback Amount minus (B) such excess; and (i) promptly after receipt by the Representative of the amount sent to it pursuant to the foregoing clause (i), the Representative shall distribute such amounts to the Sellers in accordance with their respective Pro Rata Percentages. (d) If the Closing Purchase Price exceeds the Adjusted Purchase Price by an amount that is not more equal to or in excess of the Adjustment Holdback Amount, the Representative shall promptly (but no later than $100,000 or (ii) a combination of forty-forty five percent (45%) days) following the determination of the Final TBV deliver to the Purchaser by wire transfer of immediately available funds to the account(s) designated in writing by the Purchaser an amount in cash and fifty-five percent equal to the difference, if any, of (55%A) in Parent’s common stock such excess minus (valued for such purpose at $1.44 per shareB) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuanceAdjustment Holdback Amount.

Purchase Price Adjustment. The Closing Balance Sheet aggregate Purchase Price is subject to adjustment as follows: A. The Inventory Payment shall be deemed final adjusted upon the completion of a joint inventory count of the Inventory by the Purchaser and the Sellers (the "Joint Inventory") on or before the Closing Date. The Joint Inventory shall be conducted using the Sellers' current inventory count procedures and/or a physical count procedure and said Inventory shall be valued at cost. The parties agree that this Joint Inventory shall include all salable Inventory on the premises being transferred, all Inventory purchased or contracted for under valid and binding agreements, but not delivered to the properties being transferred, and all other valid and binding contracts for the purposes purchase or sale of this Section 2.6 upon Inventory products on the earlier properties being transferred. In the event that the cost of total Inventory (Athe "Inventory Cost") as determined by the failure Joint Inventory is greater than $3,500,000, the Inventory Cost will be increased by the amount by which the Inventory Cost exceeds $3,500,000. In the event that the Inventory Cost as determined by the Joint Inventory is less than $3,500,000.00, the Inventory Cost will be decreased by the amount by which the Inventory Cost falls below $3,500,000.00. B. Regardless of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery any allocation of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation Purchase Price set forth in Section 2.6(c)(iv6, the Principal Payment set forth in 6 A (i), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) adjusted in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or the real property located at 0000 Xxxxxx X, Xxx Xxxx, Xxxxx and 0000 0xx Xxxxxx, Xxx Xxxx (the "Bay City Properties") and/or (ii) the real property located at 0000 Xxxxxxxxxx Xxxx., Xxxxxxxx, Xxxxx (the "Freeport Property") is sold to a combination of forty-five percent third party presently under Contract (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in other than the Purchaser). In the event that the Net Asset Balance reflected on Bay City Properties are sold to a third party (other than the Closing Balance Sheet exceeds Purchaser), the Net Asset Balance reflected on Principal Payment will be decreased by $145,000. In the Preliminary Closing Balance Sheet event that the Freeport Property is sold to a third party (other than the Purchaser), the Principal Payment will be decreased by at least $105,000. In the Designated Amountevent that both the Bay City Properties and the Freeport Properties are sold to a third party (other than the Purchaser), then the Purchase Price Principal Payment will be decreased by $250,000. Upon the sale of any of the Bay City Properties or the Freeport Property, any such property sold shall be adjusted upward in deemed to be an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days Excluded Asset for purposes of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuanceAgreement.

Purchase Price Adjustment. (a) The Closing Balance Sheet Purchase Price shall be deemed final for decreased by an amount, if any, by which the purposes of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery Company's Net Operating Assets as of the Closing Balance Sheet to BuyerDate, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet Statement, are less than $21,963,000. The Purchase Price shall be increased by at least an amount, if any, equal to the Designated Amountproduct of: (i) the amount by which the Company's Net Operating Assets as of the Closing Date, then as reflected on the Closing Statement, exceed $21,963,000 multiplied by (ii) 0.33. In addition, the Purchase Price shall be adjusted downward in increased by an amount amount, if any, equal to the Designated Amount plus such excess over product of: (x) the Designated Amountamount of the Company's Net Income for the period from February 28, 2001 through the Closing Date multiplied by (y) 0.415. The aggregate of the amounts set forth in this paragraph shall be referred to herein as the "Purchase Price Adjustment" and shall be determined and paid as set forth in clause (b). (b) Within thirty days following the Closing Date, the Buyer shall prepare and deliver to the Seller and the Seller shall, within three (3) business days Stockholder a closing statement that shall consist of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or a balance sheet (which shall exclude the Excluded Assets and include only the Assumed Liabilities) of the Company as of the Closing Date and (ii) a combination statement of forty-five percent income of the Company for the period from February 28, 2001 through the Closing Date, each prepared in accordance with GAAP (45%other than the absence of footnotes) in cash (as each of (i) and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) may be adjusted in accordance with this paragraph, the "Closing Statement"). Within twenty days following the delivery of the Closing Statement by the Buyer to the Seller and the Stockholder, the Seller and the Stockholder may object to any divergence from GAAP in the event that preparation of the Net Asset Balance reflected Closing Statement by giving a written notice to the Buyer specifying in reasonable detail such divergences (an "Objection"). Buyer agrees to cooperate with the Seller and the Stockholder to provide such Parties and their certified public accountants information used to prepare the Closing Statement and information relating thereto. If the Seller and the Stockholder deliver an Objection, the Parties shall attempt to resolve such Objection by negotiation. If the Parties are unable to resolve such Objection within twenty days of delivery of the Objection, the Parties shall, by mutual agreement, appoint one of the five largest firms of independent certified public accountants or another firm of independent certified public accountants who shall, at the joint expense of the Seller and Stockholder, on the Closing Balance Sheet exceeds the Net Asset Balance reflected one hand, and Buyer, on the Preliminary other hand, review the unresolved divergences from GAAP specified in the Objection and determine, based solely on such divergences from GAAP specified in the Objection, whether any change in the Closing Balance Sheet by at least Statement is warranted. The finding of such accounting firm shall be binding on the Designated AmountParties and, then to the extent necessary, the Closing Statement shall be adjusted accordingly. Upon the final determination of the Purchase Price Adjustment, the Party owing the Purchase Price Adjustment shall be adjusted upward in an amount equal deliver the Purchase Price Adjustment to the Designated Amount plus other Party no later than five Business Days after such excess over determination in immediately available funds or in any other manner as reasonably requested by the Designated Amount payee; provided, that if the Purchase Price Adjustment is owed to the Buyer, it shall first be satisfied from the Escrowed Funds, if any. The acceptance by the Buyer, on the one hand, and Buyer shallSeller and the Stockholder, within three (3) business days on the other hand, of the Purchase Price Adjustment shall not constitute or be deemed to constitute a waiver of the rights of such determination, pay the amount Party in respect of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination any other provision of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuanceAgreement.

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for If the purposes of Aggregate Purchase Price (as finally determined pursuant to this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer 3.04 and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation as set forth in Section 2.6(c)(iv), within three (3the Final Closing Statement) business days of differs from the Closing Balance Sheet being deemed final, a Estimated Aggregate Purchase Price adjustment shall be made as follows:set forth in the Estimated Closing Statement, (i) in If the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Aggregate Purchase Price is equal to or in excess of the Estimated Aggregate Purchase Price (such excess, if any, the “Purchase Price Excess”), (A) Purchaser shall remit or cause to be adjusted downward in remitted, by wire transfer of immediately available funds, for the benefit of the Equityholders, an aggregate amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days lesser of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 the Purchase Price Excess or (ii) a combination of forty-five percent $3,500,000.00 (45%the “Maximum Purchaser Payment”), to (x) in cash the case of payments that are not subject to compensatory withholding, the Paying Agent for further distribution to the applicable Equityholders in accordance with their respective Percentage Share of such Additional Merger Consideration (as set forth on the Allocation Schedule) and fifty-five percent (55%y) in Parent’s common stock the case of payments that involve compensatory withholding, the Surviving Corporation for further distribution to the applicable Equityholders in accordance with their respective Percentage Share of such Additional Merger Consideration (valued as set forth on the Allocation Schedule), and (B) Purchaser and the Equityholders’ Representative shall jointly direct the Escrow Agent to transfer the full amount of funds in the Escrow Account, by wire transfer of immediately available funds, to (x) in the case of payments that are not subject to compensatory withholding, the Paying Agent for further distribution to the applicable Equityholders in accordance with their respective Percentage Share of such purpose at $1.44 per shareAdditional Merger Consideration (as set forth on the Allocation Schedule) if and (y) in the case of payments that involve compensatory withholding, the Surviving Corporation for further distribution to the applicable Equityholders in accordance with their respective Percentage Share of such amount exceeds $100,000Additional Merger Consideration (as set forth on the Allocation Schedule); andor (ii) in If the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Aggregate Purchase Price is less than the Estimated Aggregate Purchase Price, Purchaser and the Equityholders’ Representative shall be adjusted upward in jointly direct the Escrow Agent to (A) transfer to Purchaser, or at Purchaser’s discretion, to the Surviving Corporation, out of the Escrow Account an aggregate amount equal to the Designated Amount plus such excess of the Estimated Aggregate Purchase Price over the Designated Amount Aggregate Purchase Price, if any (solely to the extent of the funds available in the Escrow Account) and Buyer shall, within three (3B) business days of such determination, pay transfer the amount of such funds remaining in the Escrow Account, if any, after the distribution contemplated in subsection (ii)(A) above, by wire transfer of immediately available funds, to Seller (ix) in cash if the case of payments that are not subject to compensatory withholding, the Paying Agent for further distribution to the applicable Equityholders in accordance with their respective Percentage Share of such amount is not more than $100,000 or Additional Merger Consideration (iias set forth on the Allocation Schedule) a combination of forty-five percent and (45%y) in cash and fifty-five percent the case of payments that involve compensatory withholding, the Surviving Corporation for further distribution to the applicable Equityholders in accordance with their respective Percentage Share of such Additional Merger Consideration (55%as set forth on the Allocation Schedule) (iii) in Parent’s common stock (valued The parties shall, to the extent permitted by Law, treat for Tax purposes such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued additional payments pursuant to this Section 2.6(d)(ii), when aggregated with 3.04(e) to the Stock Consideration, exceed 19.9% Equityholders as an adjustment to the purchase price of the number Equity Interests of shares of Parent’s common stock issued and outstanding immediately prior to such issuancethe Company.

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for Promptly, and in any event no later than the purposes of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery fifth Business Day, after determination of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, Final Working Capital Statement pursuant to Section 2.6(c)(ii2.6(d) or 2.6(e), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows:, (i) in if the event that the Net Asset Balance Working Capital reflected on the Preliminary Closing Balance Sheet exceeds Final Working Capital Statement is less than the Net Asset Balance Working Capital reflected on the Closing Balance Sheet Estimated Working Capital Statement, the Stockholders will cause the Stockholders' Representative to pay to the Company out of the funds held by at least the Designated AmountStockholders' Representative pursuant to Section 2.4(e) and Section 2.5(a)(vi) the amount of such shortfall by wire transfer in immediately available funds; provided, then that in no event shall the sum of the amount of the decrease in the Total Purchase Price shall pursuant to Section 2.6(b) plus the amount of the decrease in the Total Purchase Price pursuant to this Section 2.6(f)(i), exceed the Maximum Working Capital Amount in the aggregate or be adjusted downward less than the Minimum Working Capital Amount in an the aggregate, in each case as specified on Exhibit D hereto opposite the calendar week in which the Closing occurs; and provided further, that the excess, if any, of the funds held by the Stockholders' Representative pursuant to Section 2.4(e) and Section 2.5(a)(vi) over the amount equal of such shortfall may, after the payment of all amounts required to be paid pursuant to this Section 2.6(f)(i), be released by the Stockholders' Representative to the Designated Amount plus Stockholders in accordance with each such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000Stockholder's Pro Rata Percentage; and (ii) in if the event that the Net Asset Balance Working Capital reflected on the Closing Balance Sheet exceeds Final Working Capital Statement is greater than the Net Asset Balance Working Capital reflected on the Preliminary Closing Balance Sheet by at least Estimated Working Capital Statement, the Designated Amount, then Buyer will cause the Purchase Price shall be adjusted upward in an amount equal Company to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days pay to each Stockholder its Pro Rata Percentage of such determination, pay the amount of such to Seller (i) excess by wire transfer in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000immediately available funds; provided thatprovided, that in no event shall the number amount of shares the decrease in the Total Purchase Price pursuant to Section 2.6(b), net of Parent’s common stock issued the amount of the increase in the Total Purchase Price pursuant to this Section 2.6(d)(ii2.6(f)(ii), when aggregated with exceed the Stock ConsiderationMaximum Working Capital Amount in the aggregate or be less than the Minimum Working Capital Amount in the aggregate, exceed 19.9% of in each case as specified on Exhibit D hereto opposite the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuancecalendar week in which the Closing occurs.

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.6 upon the earlier of (A0) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then Xxe shaxx xxxxxxx xf the Purchase Price shall be adjusted downward subject to adjustment after the Closing Date as specified in an amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; andthis Section 2.7. (ii2) in In the event that the Net Asset Balance reflected EBITDA for the Corporation during any of the eight successive three month periods following closing (the first three month period the parties hereto agree shall commence on April 1, 2005) (the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3"Quarterly EBITDA") business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the Purchaser agrees to issue to the Vendors (as to 50% to Wickett and as to 50% to Gracie-Smith) that number of shares of Parent’s common stock issued pursuant Coxxxx Xxock of the Purchasxx xxxxxxxxxd in accordance with the Share Increase Mechanism. (3) In the event that the Quarterly EBITDA is less than $100,000, the Vendors agree to this Section 2.6(d)(iicontribute back to the Purchaser that number of Purchaser Shares determined in accordance with the Share Reduction Mechanism. (4) The Quarterly EBITDA shall be prepared and verified by the Purchaser's auditors who shall submit a report stating that all such calculations have been determined in accordance with GAAP (the "Quarterly EBITDA Report"). (5) If the Vendors disagree with the Quarterly EBITDA during any three month period, the Vendors shall give notice to the Purchaser of such disagreement no later than 10 Business Days after delivery of the Quarterly EBITDA Report. Any notice of disagreement given by the Vendors shall set forth in detail the particulars of such disagreement. The Vendors and the Purchaser shall then use reasonable efforts to resolve such disagreement for a period of 30 days following the giving of such notice. If the matter is not resolved by the end of such 30 day period, then such disagreement shall be submitted by the Vendors and the Purchaser to an accounting firm of recognized national standing in Canada, which is independent of the Parties (the "Independent Accountant"). If the Vendors and the Purchaser are unable to agree on the Independent Accountant within a further 10 day period, any one of them may apply under the Arbitration Act (Ontario) to have a court appoint such accounting firm. The Independent Accountant shall, as promptly as practicable (but in any event within 45 days following its appointment), when aggregated with the Stock Consideration, exceed 19.9% make a determination of the number Quarterly EBITDA, based solely on written submissions submitted by the Vendors and the Purchaser to the Independent Accountant. The decision of shares the Independent Accountant as to the Quarterly EBITDA shall be final and binding upon the Parties and shall constitute the Quarterly EBITDA for purposes of Parent’s common stock issued this Agreement in respect of such three month period. The Purchaser shall pay one-half of the fees and outstanding immediately prior expenses of the Independent Accountant with respect to such issuancethe resolution of the dispute and the Vendors shall pay the balance.

Purchase Price Adjustment. (a) As soon as practicable after the date hereof, until the Closing or earlier termination of this Agreement pursuant to Article VII, the Seller shall provide the Purchaser access to each site that contains Acquired Inventory in order to facilitate the Purchaser’s review of the Seller’s estimate of the Inventory Value. Three (3) Business Days before the Closing Date, the Seller shall deliver to the Purchaser a good faith estimate (the “Estimate Statement”) of (i) the Inventory Value and the Inventory Adjustment calculated by reference thereto, (ii) if the amounts of 2014 Adjusted EBITDA and the EBITDA Adjustment have become final pursuant to Section 1.05, then 2014 Adjusted EBITDA and the EBITDA Adjustment calculated by reference thereto, and (iii) based on the foregoing clauses (i) and (ii), as applicable, the Purchase Price. The Estimate Statement with respect to the Inventory Value and the Inventory Adjustment shall be prepared in accordance with the accounting protocol described in Schedule 1.06(a). The Seller and the Purchaser shall cooperate in good faith and endeavor to resolve any disputes regarding the calculation of the Estimate Statement; provided, however, that no party shall be entitled to delay the Closing Balance Sheet as a result of any such dispute. If the parties agree to any changes to the Estimate Statement, the term “Estimate Statement” as used in this Agreement shall be deemed final for to reflect such changes. For the purposes avoidance of this Section 2.6 upon doubt, if the earlier of (A) parties are unable to agree to any changes to the failure of Buyer to notify Seller of a dispute within ten (10) business days of Estimate Statement, the Estimate Statement shall be in the form delivered by the Seller’s delivery ; provided, however, that the estimate of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation Inventory Value set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds Estimate Statement (and used to calculate the Net Asset Balance reflected Inventory Adjustment set forth on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price Estimate Statement) shall be adjusted downward in no event exceed an amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9110% of the number highest of shares the values of Parent’s common stock issued month-end Inventory recorded in the books and outstanding immediately records of the Seller for any of the twelve (12) months ending prior to such issuancethe month in which the Closing occurs, which month-end values shall be reasonably evidenced to the Purchaser.

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer Parties acknowledge and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as followsagree that: (i) in the event that the Net Asset Balance reflected on Seller serves a Put Notice after the Preliminary Closing Balance Sheet exceeds Purchaser has made a claim for indemnification under any of the Net Asset Balance reflected on Concurrent Purchase Agreements, and such claim could also be brought hereunder pursuant to Article VIII against the Closing Balance Sheet by at least the Designated AmountSeller, then the Purchase Price shall be adjusted downward in an amount equal to 16.33% of the Designated aggregate amount of such indemnification claim (the “Indemnification Escrow Amount”) shall remain in the Escrow Account in accordance with the terms of the Escrow Agreement pending the final resolution of such indemnification claim. The Parties further acknowledge and agree that the Indemnification Escrow Amount plus shall be disbursed in accordance with the terms of the Escrow Agreement upon the final resolution of such excess over the Designated Amountindemnification claim, and any amount returned to the Seller shall, within three (3Purchaser pursuant to this Section 10.3(i) business days of such determination, pay such amount shall be deemed an adjustment to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; andthe Purchase Price; (ii) in the event that the Net Asset Balance reflected on Seller serves a Put Notice after any relevant filing before any court or quasi-judicial or administrative agency of any national, state, local, or foreign jurisdiction or any arbitrator, relating to and/or for the Closing Balance Sheet exceeds hearing of any injunction, judgment, order, decree, ruling or charge has been made, the Net Asset Balance reflected on outcome of which could prohibit consummation of the Preliminary Closing Balance Sheet by at least the Designated AmountAcquisition, then the Purchase Price shall remain in the Escrow Account in accordance with the terms of the Escrow Agreement pending the resolution of such matter. The Parties further acknowledge and agree that upon the final resolution of such matter, the Purchase Price shall be adjusted upward disbursed to the Seller in accordance with the terms of the Escrow Agreement; provided, however, that if the matter is resolved so as to prohibit the Acquisition, then (A) the Purchaser shall re-transfer the Participation Interest to the Seller, this Agreement shall terminate and the Purchase Price shall be returned to the Purchaser, or (B) to the extent there are Adverse Consequences to the Purchaser as a result of such resolution, an amount equal to such Adverse Consequences shall be deducted from the Purchase Price prior to its disbursement from the Escrow Account to the Seller and returned to the Purchaser. Any amount returned to the Purchaser pursuant to this Section 10.3(ii) shall be deemed an adjustment to the Purchase Price; (iii) the Seller shall be obligated to indemnify the Purchaser from and against any Adverse Consequences resulting from, arising out of, relating to, or caused by any of the TDC Debt Restructuring Agreements not being in full force and effect, provided that the Purchaser makes a written claim for indemnification against the Seller pursuant to Section 13.7. In the event the Seller exercises the Put Option after the Purchaser has made a claim for indemnification pursuant to the preceding sentence, an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the aggregate amount of such indemnification claim (the “DRA Indemnification Escrow Amount”) shall remain in the Escrow Account in accordance with the terms of the Escrow Agreement pending the final resolution of such indemnification claim. The Parties further acknowledge and agree that the DRA Indemnification Escrow Amount shall be disbursed in accordance with the terms of the Escrow Agreement upon the final resolution of such indemnification claim, and any amount returned to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued Purchaser pursuant to this Section 2.6(d)(ii), when aggregated with 10.3(iii) shall be deemed an adjustment to the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuancePurchase Price.

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for (a) Subject to the purposes provisions of this Section 2.6 upon 2.4, the earlier Parties acknowledge and agree that the Seller Parties desire to compensate the Buyer Parties for any diminution in value resulting from a Section 2.4 Transaction (as defined below); provided, any such diminution in value shall take into account those changes associated with the Section 2.4 Transaction or directly resulting therefrom but shall not take into account the performance of the Section 2.4 Assets, commodity prices or market conditions generally. In that connection, if within three years following the Closing Date, Four Corners engages in any transaction that results in a sale, partial sale, an amended ROW Agreement or any other agreement (Aincluding, without limitation, a joint venture agreement) (a “Section 2.4 Transaction”) with the Tribe and, as a result, the Present Value to Four Corners of its resulting interest in the Section 2.4 Volumes, plus the amount of any cash (“Section 2.4 Cash”) received as consideration for such Section 2.4 Transaction, is less than the Benchmark Amount, the Seller Parties shall pay to the Buyer Parties an amount (the “Adjustment Amount”) equal to the Benchmark Amount less the sum of such Present Value plus the amount of any such Section 2.4 Cash; provided, that the Seller Parties shall not be required to pay the Adjustment Amount unless such amount is in excess of $500,000, in which event the entire amount shall be payable. (b) Within 30 days following the execution of a Section 2.4 Transaction, the Seller Parties shall calculate the Adjustment Amount (which may be zero) and deliver written notice of the amount so calculated, together with such materials supporting such calculation as they may elect to provide or as may be reasonably requested by the Conflicts Committee, to the Buyer Parties in care of the Conflicts Committee. Upon receipt of such notice, the Buyer Parties shall have 60 days to accept or reject such amount(s) submitted by the Seller Parties and to deliver written notice of such acceptance or rejection back to the Seller Parties. In the event of acceptance, within five days of the receipt thereof, the Seller Parties shall pay to the Partnership the Adjustment Amount by wire or interbank transfer of immediately available funds to the account(s) specified by the Partnership. In the event of rejection, the Adjustment Amount shall be determined in the manner provided in Section 2.4(d). (c) If the Section 2.4 Transaction is a sale of all of the Partnership’s interest in the Section 2.4 Volumes, then if, within 12 months following the closing of such sale, the Buyer Parties or any of their subsidiaries enter into one or more agreements or other arrangement for the gathering or processing of Section 2.4 Volumes, the Buyer Parties shall pay to the Seller Parties an amount (the “Refund Amount”) the failure present value of the EBITDA to be received pursuant to any such agreements, which present value shall be calculated in a manner consistent with the calculation of the Adjustment Amount; provided, that the Refund Amount may not exceed the Adjustment Amount. Within 30 days following the execution of such an agreement, the Seller Parties shall calculate the Refund Amount, if any, and deliver written notice of the amount so calculated, together with such materials supporting such calculation as they may elect to provide, to the Buyer Parties in care of the Conflicts Committee. Upon receipt of such notice, the Buyer Parties shall have 60 days to notify accept or reject the amount submitted by the Seller Parties and to deliver written notice of a dispute such acceptance or rejection back to the Seller Parties. In the event of acceptance, within ten (10) business five days of Seller’s delivery the receipt thereof, the Buyer Parties shall pay to the Seller Parties the Refund Amount by wire or interbank transfer of immediately available funds to the account(s) specified by the Seller Parties. In the event of rejection, the Refund Amount shall be determined in the manner provided in Section 2.4(d). (d) If the Buyer Parties reject the calculation of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, Adjustment Amount pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C2.4(b) and/or the resolution calculation of all disputes, the Refund Amount pursuant to Section 2.6(c)(ii2.4(c), the determination of such amounts shall be resolved by referring the Independent disputed amounts for resolution to a firm of independent accountants of nationally recognized standing (the “Accounting Firm. Subject Referee”) to be selected in the following manner: (i) the Parties shall have seven days following the expiration of the time periods referred to in such sections, to mutually agree on the identity of the Accounting Referee or, (ii) if the Parties are unable to agree on an Accounting Referee pursuant to the limitation set forth in Section 2.6(c)(ivpreceding clause (i), the Seller Parties will select three candidates and deliver a written notice containing the names of such candidates to the Buyer Parties (in care of the Conflicts Committee) within three (3) business five days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: expiration of the seven-day period referred to in the preceding clause (i) and within five days of receiving such notice, the Buyer Parties will select one of such three candidates to serve as the Accounting Referee. The Accounting Referee may not be otherwise engaged by the Seller Parties or the Buyer Parties, or their respective affiliates, in connection with the transactions contemplated under this Agreement and may not have performed any material services on behalf of the Seller Parties or the Buyer Parties, or their respective affiliates, during the three years immediately preceding the date of this Agreement. Once the Accounting Referee has been selected, the Seller Parties and the Buyer Parties shall each submit their respective calculations of the disputed amounts to the Accounting Referee, together with any supporting materials, within five days. After receipt thereof, the Accounting Referee shall determine the disputed amounts in the event that manner provided in this Section 2.4 within thirty (30) days; provided, the Net Asset Balance reflected amount of the Adjustment Amount or Refund Amount, as applicable, determined by the Accounting Referee shall be no greater than the higher amount submitted and no lower than the lower amount submitted. The authority of the Accounting Referee shall be limited to determining disputed amounts submitted to it. The Accounting Referee shall have no right or authority to award interest or penalties or to grant or award damages of any kind (including indirect, consequential, punitive or exemplary damages). The determination of such amounts by the Accounting Referee shall be final and binding on the Preliminary Closing Balance Sheet exceeds Parties. The fees and expenses of the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price Accounting Referee shall be adjusted downward in an amount equal to borne equally by the Designated Amount plus such excess over the Designated AmountSeller Parties, on one hand, and the Seller shallBuyer Parties, within three (3) business on the other hand. Within five days of such determinationthe receipt of a calculation by the Accounting Referee, (i) the Seller Parties shall (in the case of the Adjustment Amount) and (ii) the Buyer Parties shall (in the case of the Refund Amount), in either case, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 by wire or (ii) a combination interbank transfer of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal immediately available funds to the Designated Amount plus such excess over account(s) specified by the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuanceother Party.

Purchase Price Adjustment. (a) Promptly after the Closing Date, and in any event not later than sixty (60) days following the Closing Date, Seller shall prepare and deliver to Purchaser for its review a statement (the “Closing Statement”) setting forth Seller’s good faith calculation of each of (i) the Closing Working Capital, (ii) the Closing Cash, (iii) the Debt Adjustment Amount and (iv) the Aggregate Purchase Price (the “Estimated Aggregate Purchase Price”) (in each case, together with reasonable supporting documentation). The Closing Balance Sheet Statement shall be prepared in a manner consistent with Exhibit A and Exhibit A1. (b) Each of Purchaser and Seller shall give the other Party and its Representatives reasonable access during normal business hours to the premises, books and records, and appropriate personnel of the Business, the Conveyed Companies, Purchaser, Seller and their respective Affiliates, as applicable, reasonably requested by such other Party for purposes of the preparation or review of the Closing Statement in accordance with this ‎Section 2.9. (c) For the avoidance of doubt and solely as an illustration of the methodology set forth in this ‎Section 2.9, Exhibit A1 sets forth a calculation of how Base Working Capital was derived. Purchaser shall instruct its employees (including the Transferred Employees) and Representatives to cooperate with, and promptly and completely respond to all reasonable requests and inquiries of, Seller and its Representatives, and Seller and its Representatives shall have reasonable access, upon reasonable notice, to all relevant schedules, memoranda and other documents prepared by Purchaser or its Representatives (including its outside accountants) to the extent such materials have been prepared by Purchaser or its Representatives and relate to the calculation of the Closing Working Capital and/or the Closing Cash and/or the Debt Adjustment Amount in any respect (with all such information treated as Purchaser Confidential Information subject to ‎Section 5.18). Seller shall instruct its employees and Representatives to cooperate with, and promptly and completely respond to all reasonable requests and inquiries of, Purchaser and its Representatives, and Purchaser and its Representatives shall have reasonable access, upon reasonable notice, to all relevant schedules, memoranda and other documents prepared by Seller or its Representatives (including its outside accountants) to the extent such materials have been prepared by Seller or its Representatives and relate to the calculation of the Closing Working Capital and/or the Closing Cash and/or the Debt Adjustment Amount in any respect (with all such information subject to ‎Section 5.18). (d) Each Party and their respective accountants and financial and other advisors may make reasonable inquiries of the other Party and/or such other Party’s accountants regarding questions concerning or disagreements with the Closing Statement arising in the course of their preparation and review. Purchaser shall complete its review of the Closing Statement within sixty (60) days after the delivery thereof to Purchaser. Promptly following completion of its review (but in no event later than the conclusion of the sixty (60) day period), Purchaser may submit to Seller a letter regarding its concurrence or disagreement with the accuracy of the Closing Statement; provided that any such letter must specify (i) the items of the Closing Statement with which Purchaser disagrees, (ii) the adjustments that Purchaser proposes to be made to the Closing Statement (each, a “Disputed Item”) and (iii) the specific amount of such disagreement and supporting documentation and calculations; and provided, further, that Purchaser may only disagree with the Closing Statement to the extent Purchaser claims Seller did not prepare the Closing Statement in a manner consistent with this Agreement and the policies and principles set forth on Exhibit A and Exhibit A1. If Purchaser does not deliver a letter disagreeing with the accuracy of the Closing Statement before the conclusion of such sixty (60) day period, the Closing Statement shall be final and binding upon the Parties and Purchaser shall be deemed final to have agreed with all items and amounts contained in the Closing Statement. If Purchaser does deliver such a letter, following such delivery, Seller and Purchaser shall attempt in good faith to resolve promptly any disagreement as to the computation of any item in the Closing Statement. Any items as to which there is no disagreement shall be deemed agreed. If a resolution of such disagreement has not been effected within fifteen (15) days (or longer, as mutually agreed by the Parties) after delivery of such letter, then Seller and Purchaser shall submit any unresolved Disputed Item to the Accountant for determination. The parties shall request that the purposes determination of this Section 2.6 upon the earlier of Accountant with respect to any such Disputed Item be completed within thirty (A30) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Sellersubmission of such Disputed Item to the Accountant and shall be determined in accordance with this Agreement and be final and binding upon Seller and Purchaser. The parties shall instruct the Accountant to adopt a position within the range of positions submitted by Seller and Purchaser with respect to any Disputed Item. The Accountant’s delivery determination regarding any Disputed Item shall be based solely on whether Seller included such Disputed Item in or excluded such Disputed Item from the Closing Statement or calculated such Disputed Item, as the case may be, in a manner consistent with the policies and principles set forth on Exhibit A and Exhibit A1. The Closing Working Capital as finally determined in accordance herewith shall be referred to as the “Final Closing Working Capital.” The Closing Cash as finally determined in accordance herewith shall be referred to as the “Closing Cash Amount.” The Debt Adjustment Amount as finally determined in accordance herewith shall be referred to as the “Final Debt Adjustment Amount.” The fees, costs, and expenses of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment Accountant shall be made shared as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuance.

Purchase Price Adjustment. The (a) Within sixty (60) calendar days after the Closing Date, the Buyer shall deliver to the Sellers’ Representative a statement (the “Statement”) of the Closing Working Capital and the Assumed Indebtedness, in each case prepared in accordance with the Balance Sheet Rules. The Buyer and the Sellers acknowledge that no adjustments shall be deemed made to the Base Amount. (b) The Statement shall become final and binding upon the parties on the thirtieth (30th) day following the date on which the Statement was delivered to the Sellers’ Representative, unless the Sellers’ Representative delivers written notice of its disagreement with the Statement (a “Notice of Disagreement”) to the Buyer prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) only include good faith disagreements based on Closing Working Capital and/or Assumed Indebtedness not being calculated in accordance with the Balance Sheet Rules. If a Notice of Disagreement is received by the Buyer in a timely manner, then the Statement (as revised in accordance with this sentence) shall become final and binding upon the Sellers and the Buyer on the earlier of (i) the date the Sellers’ Representative 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 pursuant to this Section 2.3(b). During the thirty (30)-day period following the delivery of a 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 matters specified in the Notice of Disagreement. If at the end of such thirty (30)-day period the Sellers’ Representative and the Buyer have not resolved in writing the matters specified in the Notice of Disagreement, the Sellers’ Representative and the Buyer shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration, in accordance with the standards set forth in this Section 2.3(b), only such matters specified in the Notice of Disagreement that remain in dispute. The Accounting Firm shall be KPMG LLP or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the Sellers’ Representative and the Buyer in writing. The Sellers’ Representative and the Buyer shall use reasonable efforts to cause the Accounting Firm to render a written decision resolving the matters submitted to the Accounting Firm within thirty (30) calendar days of the receipt of such submission. The scope of the disputes to be resolved by the Accounting 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 not to make any other determination, including any determination as to whether the Base Amount, Working Capital Estimate or the Estimated Assumed Indebtedness are correct. The Accounting Firm’s decision shall be based solely on written submissions by the Sellers’ Representative and the Buyer and their respective representatives and not by independent review and shall be final and binding on all of the parties hereto. The Accounting Firm may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.3(b) shall be borne 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’ Representative and the Buyer, such that the prevailing party pays the lesser proportion of such fees, costs and expenses. (c) For the purposes of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of Agreement, “Final Working Capital” means the Closing Balance Sheet to Buyer, (B) Working Capital and “Final Assumed Indebtedness” means the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided thatAssumed Indebtedness, in no event shall the number of shares of Parent’s common stock issued pursuant to this each case as finally agreed or determined in accordance with Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuance.2.3

Purchase Price Adjustment. The Closing Balance Sheet Promptly after the Final Determination Date (as defined below), if a payment is to be made to the Buyer in accordance with Section 3.1(e) of the Purchase Agreement, then the Buyer and the Sellers’ Representative shall be deemed final for jointly instruct the Escrow Agent in writing to pay to the Buyer, from the Escrow Fund, the amount payable to the Buyer pursuant to Section 3.1(e) of the Purchase Agreement, and the Escrow Agent shall promptly (and in any event within five business days following the Escrow Agent’s receipt of such joint written instruction) pay such amount to the Buyer or the Buyer’s designee. If the amount paid to the Buyer or the Buyer’s designee pursuant to the preceding sentence (which shall equal zero if no amount is paid to the Buyer or the Buyer’s designee) is less than the amount of the Working Capital Deficiency Adjustment Fund, then the Buyer and the Sellers’ Representative shall jointly instruct the Escrow Agent in writing to pay to or as instructed by the Sellers’ Representative, from the Escrow Fund, an amount equal to the difference thereof, and the Escrow Agent shall promptly (and in any event within five business days following the Escrow Agent’s receipt of such joint written instruction) pay such amount to or as instructed by the Sellers’ Representative. For purposes of this Section 2.6 upon 3(a), the earlier of term “Final Determination Date” means the earliest to occur of: (A) the failure of Buyer to notify Seller of a dispute within ten thirty-first (1031st) business days of Seller’s delivery day following the receipt of the Proposed Closing Balance Sheet Statement by the Sellers’ Representative if a Notice of Disagreement has not been delivered to Buyerthe Buyer by the Sellers’ Representative, (B) the date that a written resolution of all disputes, is executed pursuant to Section 2.6(c)(ii)3.1(d)(v) or Section 3.1(d)(vi) of the Purchase Agreement, by Buyer and Seller if all outstanding matters are resolved through such resolution, and (C) the date that the Accounting Firm delivers its final, binding resolution of all disputes, pursuant to Section 2.6(c)(ii)3.1(d)(vi) of the Purchase Agreement. The Escrow Agent shall have no duty to establish the Final Determination Date or to determine whether any Notice of Disagreement has been delivered, but shall rely conclusively and without further inquiry on joint written instructions furnished by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus such excess over the Designated Amount, Buyer and the Seller shall, within three (3) business days of such determination, pay such amount Sellers’ Representative with respect to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued distributions pursuant to this Section 2.6(d)(ii3(a), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuance.

Purchase Price Adjustment. (a) The Closing Balance Sheet shall original U.S. $3,000,000 (Three Million Dollars) sales price will be deemed final for reviewed on the purposes of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery one year anniversary date of the Closing Balance Sheet to Buyer, sale. If the one year NETSCO Gross Revenues are greater than U.S. $1,000,000 (B) the resolution of all disputes, pursuant to Section 2.6(c)(iiOne Million Dollars), by Buyer and Seller and (C) then the resolution of all disputes, pursuant original sales price will be adjusted upward to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject an amount equal to the limitation set forth percent increase in Section 2.6(c)(iv), Gross Revenues (provided all cash from sales is received within three (3) business 180 days of the Closing Balance Sheet being deemed sale and Net Profits are break even or better) not to exceed an upward adjustment of 30% (thirty percent) or U.S. $3,900,000 (Three Million Nine Hundred Thousand Dollars). Likewise, in the event one year Gross Revenues are less than U.S. $1,000,000 (One Million Dollars), then the sales price will be adjusted downward to an amount equal to the percent decrease in Gross Revenues not to exceed a downward adjustment of 30% (thirty percent) or U.S. $2,100,000 (Two Million One Hundred Thousand Dollars). (b) Purchaser and the Stockholders shall attempt in good faith to resolve any disagreements raised by the Stockholders with respect to the Revenue Statement. If, at the end of such period, Purchaser and the Stockholders do not resolve such disagreements, either Purchaser or the Stockholders may submit the matter to a mutually acceptable independent accounting firm to review the Revenue Statement and resolve any remaining disagreements regarding the calculation of the First-year Revenue. In the event Purchaser and the Stockholders cannot agree upon an accounting firm, they shall choose an accounting firm by lot from a reasonable selected group of accounting firms having no material relationship to Purchaser, the Stockholders, Seller and their respective affiliates and having offices in locations suitable to conduct such review (the "Accounting Firm"). The determination by the Accounting Firm shall be final, binding and conclusive on the parties, and judgment may be entered thereon in a court of competent jurisdiction. The fees and expenses of the Accounting Firm shall be divided equally among the Stockholders and Purchaser. (c) To recognize NETSCO revenues for evaluation purpose, NETSCO financials and balance sheets during the first year (or twelve months following this IPVoice transaction) will be maintained separately even after other possible future mergers and/or acquisitions) . In the event that the First-year Revenue is greater than U.S. $1,000,000 (One Million Dollars) then the Purchase Price adjustment shall be made as follows: increased to U.S. $ 3,900,000 (iThree Million Nine Hundred Thousand Dollars) and the Purchaser shall issue a number of shares of Preferred Stock equal to increased revenue percentage multiplied by $3,000,000 (Three Million Dollars) and multiplied by such Stockholder's Overall Ownership Percentage. Purchaser shall promptly deliver certificates representing such shares to the Stockholders' Representative. For example: in the event that the Net Asset Balance reflected on First-year NETSCO revenue is $1,100,000 the Preliminary Closing Balance Sheet exceeds revenue increase is equal to ten percent (10%) and the Net Asset Balance reflected on Purchaser shall issue $300,000 ($3,000,000 times 0.10) additional shares and shall promptly deliver the Closing Balance Sheet by at least certificates to the Designated AmountStockholders according to their overall ownership percentage listed in Exhibit A. (d) In the event that the First-year Revenue is less than U.S. $1,000,000 (One Million Dollars), then the Purchase Price shall be adjusted downward in an amount reduced to U.S. $2,100,000 (Two Million One Hundred Dollars) and each Stockholder shall return to Purchaser a number of shares of Preferred Stock equal to the Designated Amount plus decreased revenue percentage multiplied by $3,000,000 (Three Million Dollars) and multiplied by such excess over Stockholder's Overall Ownership Percentage. The Stockholders will deliver certificate(s) representing such shares (or shares of Common Stock issued upon conversion thereof) to Purchaser, and, in the Designated Amount, and the Seller shall, within three (3event that such certificate(s) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not represents more than $100,000 or (iithe number of shares required to be returned, Purchaser will issue new certificate(s) for the difference. In the event that a combination of forty-five percent (45%) in cash Stockholder does not so return such certificate(s), Purchaser shall nevertheless be entitled to cancel such shares on its stock ledger and fifty-five percent (55%) in Parent’s common stock (valued regard such shares as cancelled for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) all purposes. For example: in the event that the Net Asset Balance reflected on First-year NETSCO revenue is $900,000 the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount revenue decrease is equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five ten percent (4510%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event each Stockholder shall the return to Purchaser a number of shares of Parent’s common stock issued pursuant Preferred Stock equal to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to $300,000 ($3,000,000 times 0.10) multiplied by such issuance.Stockholder's overall ownership percentage listed in Exhibit A.

Purchase Price Adjustment. The Closing Balance Sheet (a) As an adjustment to the Initial Purchase Price, (i) if the Settlement Amount is greater than zero, the Purchaser shall pay to the Seller such Settlement Amount in the manner provided in clause (c) or (e), as the case may be, of this Section 3.01; or (ii) if the Settlement Amount is less than zero, the Seller shall pay to the Purchaser the absolute value of such Settlement Amount in the manner provided in clause (d) or (e), as the case may be, of this Section 3.01. (b) Payment of the Settlement Amount shall be in cash or validly issued shares of Common Stock (“Payment Shares”), as the Purchaser shall elect, which binding election shall be made within three Business Days from the Valuation Completion Date and communicated to the Seller in writing; provided that if the Purchaser fails to make such an election in the manner contemplated hereunder, the Purchaser shall be deemed final for to have elected settlement in cash; and provided further that the purposes Purchaser shall not have the right to elect payment of the Settlement Amount or receipt of the absolute value of the Settlement Amount in Payment Shares pursuant to this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows3.01 if: (i) in the event that representations and warranties made by the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal Purchaser to the Designated Amount plus Seller in Section 5.01 are not true and correct in all material respects as of the date the Purchaser makes such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000election; andor (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price Settlement Amount shall be adjusted upward in an amount equal payable by the Purchaser to the Designated Amount plus such excess over Seller, the Designated Amount and Buyer shall, within three Purchaser has taken any action that would make unavailable either (3A) business days the exemption set forth in Section 4(2) of such determination, pay the amount Securities Act for the sale of such any Payment Shares by the Purchaser to the Seller (i) in cash if such amount is not more than $100,000 or (iiB) a combination an exemption from the registration requirements of forty-five percent (45%) in cash and fifty-five percent (55%) in Parentthe Securities Act pursuant to Section 4 of the Securities Act for the private resale of Payment Shares by the Seller. For the avoidance of doubt, upon the Purchaser’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued making an election to receive or to deliver Payment Shares pursuant to this Section 2.6(d)(ii3.01(b), when aggregated the Purchaser shall be deemed to make the representations and warranties in Section 5.01 hereof as if made on the date of the Purchaser’s election. (c) Subject to Section 3.01(b), if the Settlement Amount shall be payable by the Purchaser to the Seller: (i) Notwithstanding any election by the Purchaser to make payment in Payment Shares, at any time prior to the time the Seller (or any affiliate of the Seller) has contracted to resell such Payment Shares, the Purchaser may deliver in lieu of such Payment Shares an amount in cash equal to the Settlement Amount, in the manner set forth in Section 3.01(e). (ii) If the Purchaser elects to pay any Settlement Amount in Payment Shares, then on the Settlement Date, the Purchaser shall deliver to the Seller a number of Payment Shares equal to the quotient of (A) such Settlement Amount divided by (B) the Private Placement Price (determined in accordance with the Stock ConsiderationPrivate Placement Procedures). (d) Subject to Section 3.01(b), exceed 19.9% if the absolute value of the number Settlement Amount shall be payable by the Seller to the Purchaser and the Purchaser elects to receive the absolute value of the Settlement Amount in Payment Shares, then (i) the Seller shall, beginning on the fourth Trading Day following the Valuation Completion Date and ending when the Seller shall have satisfied its obligations under this clause (the “Seller Payment Share Purchase Period”), purchase (subject to the provisions of Section 4.01 and Section 4.02 hereof) shares of Parent’s common stock issued and outstanding immediately prior Common Stock with an aggregate value (which such value shall be determined by the prices at which the Seller purchases such shares plus a commission of $0.02 per share) equal to such issuanceSettlement Amount and (ii) the Seller shall deliver such shares of Common Stock to the Purchaser on the settlement dates relating to such purchases. (e) If the Purchaser elects to receive the absolute value of the Settlement Amount or to pay the Settlement Amount in cash, then payment of such Settlement Amount shall be made by wire transfer of immediately available U.S. dollar funds on the Settlement Date.

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer Purchaser and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event agree that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in (the “Purchase Price Adjustment”) by an amount equal to (i) ten million dollars ($10,000,000), LESS (ii) costs incurred by Seller prior to the Designated Amount Closing Date as set forth on Schedule 3.4(A), which may be amended by Purchaser and Seller in writing prior to the Closing Date, (but specifically excluding those costs set forth on Schedule 3.4(B), which will not be deducted from (i)), LESS (iii) if the Closing Date occurs after July 31, 2008, an amount equal to (a) one million dollars ($1,000,000) multiplied by (b) the number of full calendar months plus such excess over the Designated Amountfractional portion of any calendar month occurring after July 31, 2008 and prior to the date on which the Closing Date occurs. For the avoidance of doubt, nothing in this Section 3.4 shall affect in any manner the parties’ rights and obligations set forth in Article IV with respect to the Closing Date and termination of this Agreement. The amount calculated in accordance with clause (iii) of the first sentence of this Section 3.4 shall be zero if the primary reason for the Closing Date occurring after July 31, 2008 is (1) Seller’s breach of this Agreement, (2) pursuant to Purchaser’s exercise of the Purchaser Extension in Section 4.3 and the Seller shallClosing occurring on or before August 31, 2008, or (3) Purchaser’s inability to satisfy the condition specified in Section 9.1(g) hereof; provided, that Purchaser makes any required filings to initiate the process of applying for such Permits within three (3) business days Business Days after the date of this Agreement and uses its commercially reasonable efforts to obtain such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination Permits. Notwithstanding any other provision of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided thatthis Agreement, in no event shall the number of shares of Parent’s common stock issued amount calculated in accordance with such clause (iii) exceed five million dollars ($5,000,000). If the Purchase Price Adjustment is a positive number, then the Purchase Price Adjustment will reduce the Purchase Price pursuant to this Section 2.6(d)(ii)the calculation in Sections 3.1 and 3.2. If the Purchase Price Adjustment is a negative number, when aggregated with then the Stock Consideration, exceed 19.9% absolute value of the number of shares of Parent’s common stock issued Purchase Price Adjustment will increase the Purchase Price pursuant to the calculation in Sections 3.1 and outstanding immediately prior to such issuance3.2.

Purchase Price Adjustment. The (i) In the event that the ULHL Adjusted Net Asset Amount is a positive number, as calculated in the ULHL Adjusted Net Asset Statement, the Initial Purchase Price at Closing Balance Sheet shall be deemed final for increased on a dollar-for-dollar basis of such number up to a maximum of $4,500,000 (the purposes of this Section 2.6 upon “Adjusted Net Asset Maximum”, and such adjustment, the earlier of “Net Asset Positive Adjustment”), which shall be paid in two (2) installments as a deferred dividend to ULHL as follows: (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery one-half of the Closing Balance Sheet excess amount up to Buyeran aggregate amount of $2,500,000 to be paid at Closing, and (B) the resolution remaining one-half of all disputes, pursuant the excess amount up to Section 2.6(c)(ii), by Buyer and Seller and an aggregate amount of $2,000,000 to be paid on the one (C1) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days year anniversary of the Closing Balance Sheet being deemed finalDate; (ii) In the event that such ULHL Adjusted Net Asset Amount is a negative number, a the Initial Purchase Price adjustment at Closing shall be made as follows:decreased on a dollar-for-dollar basis by such amount up to the Adjusted Net Asset Maximum (such adjustment, the “Net Asset Negative Adjustment”, and together with the Net Asset Positive Adjustment, the “Net Asset Adjustment”); and (iiii) in In the event that the sum of the ULHL Adjusted Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds Amount minus the Net Asset Balance reflected on Adjustment is a positive number (the “Excess Asset Amount”), (1) the parties agree to procure the ULHL Subsidiaries to declare and distribute a dividend in accordance with Schedule II hereto within 12 months following the Closing Balance Sheet by at least Date and (2) the Designated AmountBuyer shall pay to ULHL the Excess Asset Amount within 12 months following the Closing Date (such adjustment, then the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that together with the Net Asset Balance reflected on Adjustment, shall collectively be referred to as the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the “Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(iiAdjustment”), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuance.

Purchase Price Adjustment. The Closing Balance Sheet (a) As an adjustment to the Initial Purchase Price, (i) if the Settlement Amount is greater than zero, the Purchaser shall pay to the Seller such Settlement Amount in the manner provided in clause (c) or (e), as the case may be, of this Section 3.01; or (ii) if the Settlement Amount is less than zero, the Seller shall pay to the Purchaser the absolute value of such Settlement Amount in the manner provided in clause (d) or (e), as the case may be, of this Section 3.01. (b) Payment of the Settlement Amount shall be in cash or validly issued shares of Common Stock (“Payment Shares”), as the Purchaser shall elect, which binding election shall be made within three Business Days following the Valuation Completion Date and communicated to the Seller in writing; provided that if the Purchaser fails to make such an election in the manner contemplated hereunder, the Purchaser shall be deemed final for to have elected settlement in cash; and provided further that the purposes Purchaser shall not have the right to elect payment of the Settlement Amount or receipt of the absolute value of the Settlement Amount in Payment Shares pursuant to this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows3.01 if: (i) in the event that representations and warranties made by the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal Purchaser to the Designated Amount plus Seller in Section 5.01 are not true and correct in all material respects as of the date the Purchaser makes such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000election; andor (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price Settlement Amount shall be adjusted upward in an amount equal payable by the Purchaser to the Designated Amount plus such excess over Seller, the Designated Amount and Buyer shall, within three Purchaser has taken any action that would make unavailable either (3A) business days the exemption set forth in Section 4(2) of such determination, pay the amount Securities Act for the sale of such any Payment Shares by the Purchaser to the Seller (i) in cash if such amount is not more than $100,000 or (iiB) a combination an exemption from the registration requirements of forty-five percent (45%) in cash and fifty-five percent (55%) in Parentthe Securities Act reasonably acceptable to the Seller for resales of Payment Shares by the Seller. For the avoidance of doubt, upon the Purchaser’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued making an election to receive or to deliver Payment Shares pursuant to this Section 2.6(d)(ii3.01(b), when aggregated the Purchaser shall be deemed to make the representations and warranties in Section 5.01 hereof as if made on the date of the Purchaser’s election. (c) Subject to Section 3.01(b), if the Settlement Amount shall be payable by the Purchaser to the Seller: (i) Notwithstanding any election by the Purchaser to make payment in Payment Shares, at any time prior to the time the Seller (or any affiliate of the Seller) has contracted to resell such Payment Shares, the Purchaser may deliver in lieu of such Payment Shares an amount in cash equal to the Settlement Amount, in the manner set forth in Section 3.01(e). (ii) If the Purchaser elects to pay any Settlement Amount in Payment Shares, then on the Settlement Date, the Purchaser shall deliver to the Seller a number of Payment Shares equal to the quotient of (A) such Settlement Amount divided by (B) the Private Placement Price (determined in accordance with the Stock ConsiderationPrivate Placement Procedures contained in Annex A hereto). (d) Subject to Section 3.01(b), exceed 19.9% if the absolute value of the number Settlement Amount shall be payable by the Seller to the Purchaser and the Purchaser elects to receive the absolute value of the Settlement Amount in Payment Shares, then (i) the Seller shall, beginning on the fourth Trading Day following the Valuation Completion Date and ending when the Seller shall have satisfied its obligations under this clause (the “Seller Payment Share Purchase Period”), purchase (subject to the provisions of Section 4.01 and Section 4.02 hereof) shares of Parent’s common stock issued and outstanding immediately prior Common Stock with an aggregate value (which such value shall be determined by the prices at which the Seller purchases such shares plus a commission of $0.03 per share) equal to such issuanceSettlement Amount and (ii) the Seller shall deliver such shares of Common Stock to the Purchaser on the settlement dates relating to such purchases. (e) If the Purchaser elects to receive the absolute value of the Settlement Amount or to pay the Settlement Amount in cash, then payment of such Settlement Amount shall be made by wire transfer of immediately available U.S. dollar funds on the Settlement Date.

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.6 2.06 upon the earlier earliest of (Ax) the failure of Buyer the Purchaser to notify the Seller of a dispute within ten (10) business 30 days of the Seller’s delivery of the Closing Balance Sheet to Buyerthe Purchaser, (By) the resolution of all disputes, pursuant to Section 2.6(c)(ii2.06(b)(ii), by Buyer the Seller’s Accountants and Seller the Purchaser’s Accountants and (Cz) the resolution of all disputes, pursuant to Section 2.6(c)(ii2.06(b)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within Within three (3) business days Business Days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in In the event that the Net Asset Balance Tangible Stockholders’ Equity reflected on the Preliminary Closing Reference Balance Sheet exceeds the Net Asset Balance Tangible Stockholders’ Equity reflected on the Closing Balance Sheet by at least the Designated AmountSheet, then the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days shall pay the amount of such determination, pay such amount excess to Buyer (ithe Purchaser by wire transfer in immediately available funds to the bank account(s) as instructed by the Purchaser in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; andwritten notice to the Seller. (ii) in In the event that the Net Asset Balance Tangible Stockholders’ Equity reflected on the Closing Balance Sheet exceeds the Net Asset Balance Tangible Stockholders’ Equity reflected on the Preliminary Closing Reference Balance Sheet by at least the Designated AmountSheet, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over and the Designated Amount and Buyer shall, within three (3) business days of such determination, Purchaser shall pay the amount of such excess to the Seller (i) by wire transfer in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuanceavailable funds.

Purchase Price Adjustment. The Closing Balance Sheet At or prior to the Closing, Seller shall deliver to Buyer an executed assignment and consent in the form attached hereto as Exhibit A or otherwise acceptable in form and substance to Buyer (each, a "CUSTOMER CONSENT") from each of the customers set forth on Schedule 1.1(a). In the event that one or more of the customer consents is not delivered to Buyer at or prior to the Closing, there shall be deemed final for calculated the purposes of this Section 2.6 upon "PURCHASE PRICE ADJUSTMENT" equal to the earlier product of (Aa) the failure quotient of (1) the sum of the "POINTS" set forth opposite the name of each customer set forth on Schedule 1.1(a) for which a customer consent is not delivered to Buyer prior to notify the Closing divided by (2) 100 multiplied by (b) $1,875,000. The principal amount of the Note shall be reduced, subject to readjustment as set forth below, such that it shall be reduced by the Purchase Price Adjustment. In the event that a Customer Consent not delivered to Buyer at or prior to the Closing is delivered to Buyer by Seller within six months after the Closing Date, the principal amount of the Note shall be increased by an amount in cash equal to the product of (x) the number of Points set forth opposite the name of the respective customer on Schedule 1.1(a) multiplied by (y) $18,750, provided that such customer has not terminated or failed to renew, and is not in breach of the terms of, its respective contract, unless consented to in writing by Buyer. In the event that a dispute within ten (10) business days of Seller’s delivery Customer Consent not delivered to Buyer on or prior to the six month anniversary of the Closing Balance Sheet is delivered to BuyerBuyer by Seller within one year after the Closing Date, the principal amount of the Note shall be increased by an amount in cash equal to the product of (Bx) the resolution number of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation Points set forth on Schedule 1.1(a) multiplied by (y) $14,063, provided that such customer has not terminated or failed to renew, and is not in Section 2.6(c)(iv)breach of the terms of, within three (3) business days its respective contract, unless consented to in writing by Buyer. Buyer shall not be obligated to make any payments to Seller with respect to, and the principal amount of the Note shall not be increased in connection with, Customer Consents delivered after the one-year anniversary of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuanceDate.

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for (a) On the purposes of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows:Final Settlement Date, (i) if the Purchaser Adjustment Amount is greater than zero, as an adjustment to the Initial Purchase Price, the Purchaser shall pay to the Seller the Purchaser Adjustment Amount, in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward manner provided in an amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three clause (3b) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000this Section 3.01; and (ii) if the Seller Adjustment Amount is greater than zero, as an adjustment to the Initial Purchase Price, the Seller shall pay to the Purchaser the Seller Adjustment Amount, in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward manner provided in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three clause (3c) business days of such determination, pay the amount of such to Seller this Section 3.01. (b) (i) Payment of the Purchaser Adjustment Amount, if any, shall be in cash or validly issued shares of Common Stock (“Payment Shares”), as the Purchaser shall elect, which binding election shall be made at least five scheduled Trading Days prior to the anticipated Expiration Date (as notified by Seller to Purchaser) and communicated to the Seller in writing; provided that the Purchaser shall not have the right to elect payment in Payment Shares unless (A) the representations and warranties made by the Purchaser to the Seller in Section 5.01 (including without limitation, the representation and warranty in clause (b) thereof but excluding the representations made by the Purchaser in clauses (a), (g), (k) and (l) thereof) are true and correct as of the date the Purchaser makes such election, as if made on such amount is date, and (B) the Purchaser has not more than $100,000 taken any action that would make unavailable either (x) the exemption set forth in Section 4(2) of the Securities Act, for the sale of any Payment Shares by the Purchaser to the Seller or (iiy) a combination an exemption from the registration requirements of forty-five percent (45%) the Securities Act reasonably acceptable to the Seller for resales of Payment Shares by the Seller. If the Purchaser fails to make such election on or prior to such day, it shall be deemed to have elected settlement in cash and fifty-five percent (55%) in Parentcash. For the avoidance of doubt, upon the Purchaser’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued making an election to deliver Payment Shares pursuant to this Section 2.6(d)(ii3.01(b), when aggregated with the Stock ConsiderationPurchaser shall be deemed to make the representations and warranties in Section 5.01 hereof (other than those in clauses (a), exceed 19.9% (g), (k) and (l) thereof) as if made on the date of the number of shares of ParentPurchaser’s common stock issued and outstanding immediately prior to such issuanceelection.

Purchase Price Adjustment. The Within the seventy-five (75) days after Closing Balance Sheet or sooner if possible, Buyer and Seller shall be deemed final for mutually determine the purposes actual number of this Section 2.6 upon Purchased Subscribers actually transferred to Buyer. If the earlier number of (A) the failure of Purchased Subscribers transferred to Buyer is less than 21,972, then Seller shall deliver a written instruction to notify Seller of a dispute Escrow Agent within ten (10) five business days of Seller’s delivery of Closing instructing Escrow Agent to release to Buyer from the Closing Balance Sheet Seller Escrow Deposit an amount equal to Buyer, (B) $117.50 per Purchased Subscriber for the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer deficiency and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an reduced accordingly. In the event a Purchased Subscriber is not successfully transferred to Buyer as a result of subsection (iii) below, then the amount equal released to the Designated Amount plus such excess over the Designated Amount, and Buyer from the Seller shall, within three (3) business days Escrow Deposit for each such Purchased Subscriber will be $117.50 less any monies received by Buyer for the first successful billing by Buyer in the first month after the Closing. For purposes of such determination, pay such amount determining the number of Purchased Subscribers transferred to Buyer for this Section 2.3(d), a Purchased Subscriber shall be deemed to have been transferred to Buyer only if (i) such Purchased Subscriber was successfully billed by Buyer in cash if the first month after the Closing and Seller was not aware of anything which would reasonably lead Seller to believe that the amount billed to such amount is not more than $100,000 or Purchased Subscriber on such xxxx was uncollectible, (ii) Buyer has not received a combination written or telephonic notice from or on behalf of forty-five percent such Purchased Subscriber or a clearinghouse indicating that such Purchased Subscriber intends to cancel or has cancelled, and (45%iii) where such Purchased Subscriber is billed by AT&T or would otherwise be subject to the October 29, 2009 letter directive from AT&T Billing Solutions attached hereto as Exhibit 2.3(d) (the “AT&T Guidelines”), such Purchased Subscriber was successfully billed by Buyer in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) the second month after the Closing or, if not successfully billed, then only if such amount exceeds $100,000; and (ii) failure to xxxx was as a result the enforcement of the AT&T Guidelines or an expansion of such AT&T Guidelines in any manner. Furthermore, in the event a Purchased Subscriber is successfully billed by Buyer, in accordance with the immediately preceding sentence, but such successful billing is subsequently challenged or denied by a carrier (e.g., AT&T) and/or Buyer is informed that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amounta carrier will no longer accept billing for such Purchased Subscriber, then the Purchase Price such Purchased Subscriber shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall excluded from the number of shares of Parent’s common stock issued pursuant Purchased Subscribers transferred to Buyer for this Section 2.6(d)(ii2.3(d). Finally, when aggregated on the date that Seller presents Buyer with satisfactory evidence that the Stock Considerationexceptions set forth on Schedule 2.1 have been removed and discharged, exceed 19.9% of provided such date is no later than January 15, 2010, Buyer shall instruct the number of shares of Parent’s common stock issued and outstanding immediately prior Escrow Agent to such issuancerelease $883,750 from the Seller Escrow Deposit.

Purchase Price Adjustment. The (a) Section 1.4(a) of the Agreement shall be deleted and replaced in its entirety with the following: (a) On or before the later of (i) ten business days after the Closing Date or (ii) three business days after the Company delivers to Buyer the Closing Balance Sheet Sheet, a representative of Buyer and a representative of Greate Bay and HWCC shall be deemed final for jointly prepare and deliver to the purposes of this Section 2.6 Escrow Agent a mutually agreed upon the earlier of schedule that sets forth (Ai) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery Company's Actual Working Capital as of the Closing Balance Sheet to Buyer, Date and (Bii) the resolution of all disputesPost Closing Adjustment, pursuant to Section 2.6(c)(ii)if any, by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days Purchase Price. If the Company's Actual Working Capital as of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated AmountDate is less than $5,100,000, then the Purchase Price shall be adjusted downward in an amount equal reduced by the difference between $5,100,000 and the Actual Working Capital. Any such adjustment to the Designated Amount plus such excess over Purchase Price pursuant to this Section 1.4(a) shall be referred to herein as the Designated Amount, and the Seller shall, within three (3) business days "POST CLOSING ADJUSTMENT." A Post Closing Adjustment that results in a reduction of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall correspondingly reduce the Secondary Escrow Funds to be adjusted upward distributed to Seller, or HWCC as Seller's designee, under the Secondary Escrow Agreement." (b) Section 1.4(e) of the Agreement shall be deleted and replaced in an amount equal its entirety with the following: (e) The Seller, Buyer, Company, Greate Bay and HWCC shall use their reasonable best efforts to cause the Escrow Agent to distribute the Secondary Escrow Funds held under the Secondary Escrow Agreement to the Designated Amount plus such excess over parties in accordance with the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued final Post Closing Adjustment as determined pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuance1.4 as soon as practicable after its final determination."

Purchase Price Adjustment. The Within twenty-one (21) days after Closing Balance Sheet or sooner if possible, Buyer and Seller shall be deemed final for mutually determine the purposes actual number of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet Purchased Subscribers actually transferred to Buyer, (B) based upon the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: criteria (i) in through (iii) set forth below. If the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amountnumber of Purchased Subscribers transferred to Buyer is less than 10,000, then Seller shall reduce the Purchase Price shall be adjusted downward in payable to Seller by an amount equal to $110 for each Purchased Subscriber less than 10,000. For purposes of determining the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days number of such determination, pay such amount Purchased Subscribers transferred to Buyer for this Section 2.3(d), a Purchased Subscriber shall be deemed to have been transferred to Buyer only if (i) such Purchased Subscriber was successfully billed by Buyer in cash if the first month after the Closing and Seller was not aware of anything which would reasonably lead Seller to believe that the amount billed to such amount is not more than $100,000 or Purchased Subscriber on such xxxx was uncollectible, (ii) Buyer has not received a combination written or telephonic notice from or on behalf of forty-five percent such Purchased Subscriber or a clearinghouse indicating that such Purchased Subscriber intends to cancel or has cancelled, and (45%iii) where a Purchased Subscriber is successfully billed by Buyer, in cash and fifty-five percent accordance with the immediately preceding sentence, such successful billing is not subsequently challenged or denied by a carrier (55%e.g., Verizon) in Parent’s common stock (valued and/or Buyer is not informed that a carrier will no longer accept billing for such purpose at $1.44 per share) if Purchased Subscriber as a result of the historical billing relationship of such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated AmountPurchased Subscribers, such as its historical relationship with other billing entities, then such Purchased Subscriber shall be excluded from the number of Purchased Subscribers transferred to Buyer for this Section 2.3(d) and the Purchase Price shall will be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuancereduced accordingly.

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final Purchaser agrees to adjust the purchase price for the purposes of this Section 2.6 upon Assets if the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery average price of the Closing Balance Sheet to BuyerAmerican HealthChoice, Inc., (BAHI) Common Stock remains below fifteen cents ($0.15) per share during the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business preceding ninety trading days of the Closing Balance Sheet being deemed finalbeginning of each Accounting Period. Said Price Adjustment, a Purchase Price adjustment if applicable, shall be made by issuing additional AHI Common Shares to Seller, at Purchaser's cost, on a prorated basis as follows: (ia) in The price of the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price AHI Common Shares shall be adjusted downward in an amount equal determined by average of the closing bid price of the Common Stock, as reported by Over The Counter Bulletin Board (OTCBB) for the ninety trading days immediately preceding the first adjustment date of September 1, 2001 (the "First Adjustment Price") and for the second adjustment date of September 1, 2002 (the "Second Adjustment Price"). (b) The first Adjustment Date of September 1, 2001 will only apply to the Designated Amount plus such excess over the Designated Amount, Fourteen Million Shares (14,000,000) issued under Section 2.3(ii)(a) and the Seller shall, within three (3one certificate of Ten Million Escrow Shares under Section 2.3(ii)(b) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) after a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued determination for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such shares from the said Ten Million Escrow Shares that are Nonredeemdable Shares under Section 2.5(c), for a combined amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(iieligible for adjustment (the "First Adjustable Shares"), when aggregated with . The Purchaser shall then take the Stock Consideration, exceed 19.9% per share difference of the number First Adjustment Price and Fifteen Cents ($0.15) and multiply this difference times the First Adjustable Shares to arrive at the "First Net Adjusted Price." Purchaser shall then divide the First Net Adjusted Price by the First Adjustment Price to determine the amount of shares Adjusted Shares to be issued to Sellers for the First Purchase Price Adjustment. (c) The second Adjustment Date of Parent’s common stock September 1, 2002 will only apply to the remaining certificate of Ten Million Escrow Shares under Section 2.3(ii)(b) after a determination for the amount of Nonredeemdable Shares under Section 2.5(d) (the "Second Adjustable Shares"). The Purchaser shall then take the per share difference of the Second Adjustment Price and Fifteen Cents ($0.15) and multiply this difference times the Second Adjustable Shares to arrive at the "Second Net Adjusted Price." Purchaser shall then divide the Second Net Adjusted Price by the Second Adjustment Price to determine the amount of Adjusted Shares to be issued and outstanding immediately prior to such issuanceSellers for the Second Purchase Price Adjustment.

Purchase Price Adjustment. The Closing Balance Sheet (a) Within sixty (60) days after the Closing, the Seller shall prepare and deliver to the Buyer a statement (the “Adjustment Statement”) which reflects (i) the Working Capital Adjustment Amount, (ii) the Capital Expenditure Adjustment Amount and (iii) the Regulatory Asset Adjustment Amount (the sum of such amounts as set forth on the Adjustment Statement shall be deemed final for the purposes “Adjustment Amount”). The items reflected in the Adjustment Amount shall be determined using the same principles, policies and methods as the Seller has used in connection with the determination of this Section 2.6 upon the earlier Estimated Working Capital Amount and the components of the Estimated Adjustment Amount, as applicable. The Buyer agrees to cooperate with the Seller in connection with the preparation of the Adjustment Statement and related information, and shall provide to the Seller and the Seller’s Representatives such books, records, information, and access to the Company’s employees and properties, as may be reasonably requested from time to time by the Seller. (Ab) The Buyer may dispute the failure Adjustment Amount and the Adjustment Statement; provided, however, that the Buyer shall notify the Seller in writing of Buyer to notify Seller any disputed amounts, and provide a reasonably detailed description of the basis of such dispute, within forty-five (45) days after the Buyer’s receipt of the Adjustment Statement. In the event of a dispute with respect to the Adjustment Amount, the Buyer and the Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If the Buyer and the Seller are unable to reach a resolution of any such differences within ten thirty (1030) business days of after the Seller’s delivery receipt of the Closing Balance Sheet Buyer’s written notice of dispute, the Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to Buyerthe Independent Accounting Firm, which shall be instructed to determine and report to the parties, within thirty (B30) the days after such submission, a resolution of all disputessuch remaining disputed amounts, pursuant and such resolution shall be final, binding and conclusive on the parties hereto with respect to Section 2.6(c)(ii)the remaining amounts disputed. The fees, by costs and expenses of the Independent Accounting Firm shall be allocated between the Buyer and the Seller so that the Buyer’s share of such fees, costs and expenses 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 (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), as finally determined by the Independent Accounting Firm. Subject ) bears to the limitation set forth 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 based on mutual agreement or a determination of the Independent Accounting Firm in accordance with this Section 2.6(c)(iv3.2(b). (c) Within five (5) Business Days after the date on which the Buyer’s written notice of dispute is required to be delivered to the Seller by the Buyer in accordance with Section 3.2(b), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment Buyer shall be made as follows: (i) in pay to the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in Seller an amount equal to the Designated sum of all undisputed portions of the Adjustment Amount plus reflected in the Adjustment Statement if the sum of such excess over undisputed portions is a positive number. Within five (5) Business Days of the Designated AmountSeller’s receipt of the Buyer’s written notice of dispute in accordance with Section 3.2(b) or, and if the Buyer does not deliver such written notice of dispute, within five (5) Business Days of the date on which such written notice of dispute would have been required to be delivered to the Seller shallby the Buyer in accordance with Section 3.2(b), within three (3) business days of such determination, the Seller shall pay such amount to the Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated sum of all undisputed portions of the Adjustment Amount plus reflected in the Adjustment Statement if the sum of such excess over undisputed portions is less than zero. If there is a dispute with respect to any amount on the Designated Amount and Buyer shallAdjustment Statement, within three five (35) business days Business Days after the final determination of all such determinationdisputed amounts in accordance with Section 3.2(b), the Buyer shall pay to the Seller an amount equal to the disputed portion of such the Adjustment Amount as finally determined to Seller (ibe payable with respect to the Adjustment Statement in accordance with Section 3.2(b) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) positive number; provided, however, that if such finally determined portion is less than zero, then the Seller shall pay to the Buyer the amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued by which such amount is less than zero. All payments made pursuant to this Section 2.6(d)(ii)3.2(c) shall be paid together with interest thereon for the period commencing on the Closing Date through the date of payment, when aggregated with calculated at the Stock Considerationprime rate of Citibank, exceed 19.9% N.A. in effect on the Closing Date, in cash by wire transfer of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuanceavailable funds.

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for (a) If, at any time during the purposes of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) year period following the Closing Date, the Company achieves three thousand three hundred (3,300) Subscribers (such date being the “Adjustment Date”), calculated in accordance with this Section 2.3, Purchaser shall issue to Seller that number of unregistered, fully paid and nonassessable shares of Purchaser’s common stock, if any, necessary for the value of the Stock Consideration which is still owned by Seller as of the Adjustment Date to be equal to $4.50 per share (such shares of Purchaser Common Stock, if any, the “Adjustment Stock Consideration”). Purchaser shall deliver to Seller the Adjustment Stock Consideration, if any, within fifteen (15) business days of the Closing Balance Sheet being deemed finalAdjustment Date. The Adjustment Amount shall be the product of: (i) the average price of Purchaser Common Stock as listed on the American Stock Exchange (or such other exchange as the stock of Purchaser may then be listed) for the thirty (30) days prior to the Adjustment Date (the “Adjustment Average”); and (ii) the Stock Consideration. The Adjustment Stock Consideration shall be the number of shares of the Purchaser’s common stock resulting from the quotient of: (i) Seven Million Two Hundred Thousand Dollars ($7,200,000.00) minus the Adjustment Amount; divided by (ii) the Adjustment Average. If the Purchaser achieves the 3,300 Subscribers and if as of the Adjustment Date, the Adjustment Average exceeds $4.50 per share, there shall be no reduction in the Reserve Stock Consideration and all shares of the Reserve Stock Consideration shall be released to Seller as set forth in the Escrow Agreement. (b) For purposes of this Section 2.3, a Purchase Price adjustment Subscriber shall be made as followsany of the following: (i) in any customer of Company for video and data services who is existing as of the event that date of Closing; (ii) any customer for video and data services who is not a Purchased Subscriber (as defined below) and who is added by the Net Asset Balance reflected on Company following the Preliminary Closing Balance Sheet exceeds Closing; (iii) any customer of Company for video services, but not data services, who is not a Purchased Subscriber, whether such customer was existing as of the Net Asset Balance reflected on date of the Closing Balance Sheet by at least the Designated Amountor added thereafter, then the Purchase Price shall be adjusted downward in an amount equal to counted as 0.75 of a Subscriber (provided, that if such customer becomes a customer of the Designated Amount plus such excess over Company for data services during the Designated Amount, and the Seller shall, within three (3) business days year period following the Closing Date, then such customer shall be counted as one Subscriber); (iv) any Purchased Subscriber for video and data services shall be counted as 0.50 of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000Subscriber; and (iiv) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amountany Purchased Subscriber for video services, then the Purchase Price but not data services, shall be adjusted upward in an amount equal to counted as 0.375 of a Subscriber (provided, that if such customer becomes a customer of the Designated Amount plus such excess over Company for data services during the Designated Amount and Buyer shall, within three (3) business days year period following the Closing Date, then such customer shall be counted as 0.50 of such determination, pay a Subscriber). (c) A Purchased Subscriber is any Subscriber for which the amount Company directly or indirectly pays or issues to any third party any form of such consideration other than the Company’s customary agreement to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall provide the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuancevideo and/or data services subscribed for.

Purchase Price Adjustment. The Closing August Balance Sheet and the August Statement of Tangible Net Book Value, after giving effect to the adjustments, if any, made thereto pursuant to Section 2.4(c), shall be deemed final for the purposes of this Section 2.6 Agreement upon the earlier earliest of (Ax) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to BuyerReview Period in accordance with this Section 2.4, (By) the resolution of all disputes, pursuant to Section 2.6(c)(ii2.4(c)(ii), by Buyer Seller's Accountants and Buyer's Accountants or Seller and Buyer, as the case may be, and (Cz) the resolution of all disputes, pursuant to Section 2.6(c)(ii2.4(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within Within three (3) business days Business Days of the Closing August Balance Sheet and the August Statement of Tangible Net Book Value being deemed finalfinal (such date, the "Adjustment Date"), a Purchase Price adjustment shall be made as follows: (i) in the event that the Target Tangible Net Asset Balance Book Value exceeds the Tangible Net Book Value reflected on the Preliminary Closing Balance Sheet exceeds the August Statement of Tangible Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated AmountBook Value (after giving effect to adjustments, if any, pursuant to Section 2.4(c)), then the Purchase Price by Buyer at Closing shall be adjusted downward in an amount equal to the Designated Amount plus such excess over or, to the Designated Amountextent the Adjustment Date is a date following the Closing Date, and Seller shall pay on the Seller shall, within three (3) business days Adjustment Date the amount of such determination, pay such amount excess to Buyer (i) by wire transfer in cash if such amount is not more than $100,000 immediately available funds to an account or (ii) a combination of forty-five percent (45%) accounts specified by Buyer in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; writing, and (ii) in the event that the Tangible Net Asset Balance Book Value reflected on the Closing Balance Sheet August Statement of Tangible Net Book Value (after giving effect to adjustments, if any, pursuant to Section 2.4(c)) exceeds the Target Tangible Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated AmountBook Value, then the Purchase Price payable by Buyer at Closing shall be adjusted upward in an amount equal to the Designated Amount plus such excess over or, to the Designated Amount and extent the Adjustment Date is a date following the Closing Date, Buyer shall, within three (3) business days of such determination, shall pay on the Adjustment Date the amount of such excess to Seller (i) by wire transfer in cash if such amount is not more than $100,000 immediately available funds to the Seller Account; provided, however, that no adjustment to the Purchase Price shall be made based on any event, change or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall circumstance occurring after the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% date of the number August Balance Sheet, including any results from the operation of shares the business of Parent’s common stock issued the Company and outstanding immediately prior to its Subsidiaries from such issuancedate until the Closing Date.

Purchase Price Adjustment. The Closing Balance Sheet (a) Within 60 days after the Closing, the Seller shall be deemed final for prepare and deliver to the purposes of this Section 2.6 upon Buyer a statement (the earlier of "Adjustment Statement") which reflects (Ai) the failure Gas Inventory Adjustment Amount, (ii) the Material and Supply Adjustment Amount, (iii) the Propane Adjustment Amount, (iv) the Regulatory Adjustment Amount and (v) all amounts paid by the Seller pursuant to Section 7.4(d) hereof, together with a detailed accounting of each proposed adjustment to the Purchase Price. The sum of the Gas Inventory Adjustment Amount, the Material and Supply Adjustment Amount, the Propane Adjustment Amount, the Regulatory Adjustment Amount and the amounts paid by the Seller pursuant to Section 7.4(d) hereof as of the Closing is referred to as the "Adjustment Amount." The Buyer agrees to cooperate with the Seller in connection with the preparation of the Adjustment Statement and related information, and shall provide the Seller with access to its books, records and information and access to employees as may be reasonably requested from time to time. (b) The Buyer may dispute the Adjustment Axxxxx; provided, however, that the Buyer shall notify the Seller in writing of the disputed amount, and the basis of such dispute, within 10 Business Days of the Buyer's receipt of the applicable Adjustment Statement. In the event of a dispute with respect to any part of an Adjustment Amount, the Buyer and the Seller shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If the Buyer and the Seller are unable to reach a resolution of such differences within ten (10) business 30 days of Seller’s delivery receipt of the Closing Balance Sheet Buyer's written notice of dispute to Buyerthe Seller, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and the Seller shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the parties, within 30 days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be 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 by the Buyer to the Independent Accounting Firm that is unsuccessfully disputed by the Buyer (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), as finally determined by the Independent Accounting Firm. Subject ) bears to the limitation set forth in Section 2.6(c)(iv), within three (3) business days total amount of such remaining disputed amounts so submitted by the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows:Buyer to the Independent Accounting Firm. (ic) in Within 10 Business Days after the event that Buyer's receipt of an Adjustment Statement, the Net Asset Balance reflected Buyer shall pay all undisputed amounts, or if there is a dispute with respect to any amount on such Adjustment Statement within five Business Days after the Preliminary Closing Balance Sheet exceeds final determination of any amounts on such Adjustment Statement, the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price Buyer shall be adjusted downward in pay to Seller an amount equal to the Designated disputed Adjustment Amount plus as finally determined to be payable with respect to such excess over Adjustment Statement. All Adjustment Statement payments shall be less the Designated Estimated Adjustment Amount; provided, and the Seller shallhowever, within three (3) business days of such determination, pay such amount to Buyer (i) in cash that if such amount is not more shall be less than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if zero then the Seller will pay to the Buyer the amount by which such amount exceeds $100,000; and (iiis less than zero. Any amount paid under this Section 3.2(c) in shall be paid with interest for the event that the Net Asset Balance reflected period commencing on the Closing Balance Sheet exceeds Date through the Net Asset Balance reflected date of payment, calculated at the Prime Rate in effect on the Preliminary Closing Balance Sheet by at least the Designated AmountDate, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 by federal or (ii) a combination other wire transfer of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuanceavailable funds.

Purchase Price Adjustment. The (a) Within sixty (60) days following the Closing Date, Seller shall prepare, in consultation with Buyer, and deliver to Buyer a balance sheet for Seller as of June 30, 2003 (the “June 30 Balance Sheet”) on a basis consistent with the December 31 Balance Sheet, attached hereto as Schedule 1.3. If the June 30 Balance Sheet shall be deemed final for reflects a positive or negative change from the purposes of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of December 31 Balance Sheet in Seller’s delivery net worth of the Closing Balance Sheet to Buyermore than $100,000, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal to increased or decreased, as the Designated Amount plus such excess over the Designated Amountcase may be, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued dollar for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet dollar by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such change. (b) In preparing the December 31 Balance Sheet and the June 30 Balance Sheet, adjustments have been and will be made to eliminate the Excluded Assets, Excluded Liabilities, the accrued interest on the Note from January 1, 2003 through June 30, 2003, and the New Tank Expenses. (c) If Buyer objects to Seller’s June 30 Balance Sheet, Buyer shall give Seller written notice of the objections and Seller and Buyer shall use reasonable efforts to resolve the differences. If within thirty (30) days after the date on which Buyer has given Seller notice of its objections, the parties have not reached agreement, any dispute related thereto shall be referred to Deloitte & Touche LLP and resolved within thirty (30) days after such referral. The independent accounting firm’s determination shall be conclusive and binding upon the parties hereto. The costs, expenses, and fees of the independent accounting firm shall be borne equally by the parties. (d) Upon the later of (i) in cash if such amount is not more than $100,000 or the Closing Date and (ii) a combination the third (3rd) business day after the final determination of forty-five percent any adjustment pursuant to Section 1.3(a), an amount shall be payable to an account designated by Seller or Buyer, as the case may be, as follows: (45%A) if the Purchase Price is to be increased by the adjustment, Buyer shall pay to Seller in cash the amount of such increase; and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per shareB) if the Purchase Price is to be decreased by the adjustment, Seller shall pay to Buyer the amount of such amount exceeds $100,000; provided thatdecrease using, in no event shall its sole discretion, cash or the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuanceInitial Shares.

Purchase Price Adjustment. The Closing Balance Sheet shall (a) By not later than 31 July 2008, the Purchaser will deliver to Vendors’ Representative a statement setting forth the Purchaser’s calculation of the CIH EBITDA and the Purchase Price Adjustment, together with such documents and information so as to enable Vendors’ Representative to verify such calculation (CIH EBITDA Statement). (b) Within ten (10) Business Days after Vendors’ Representative receives the CIH EBITDA Statement, Vendors Representative will deliver a notice (CIH EBITDA Response) to Purchaser that states that Vendors’ Representative either: (i) agrees with the CIH EBITDA Statement and, if the Purchase Price Adjustment is greater than zero, such CIH EBITDA Response will also set forth wire transfer instructions for each Vendor, together with the percentage of the Purchase Price Adjustment to be deemed final for paid to each Vendor; or (ii) believes that the purposes CIH EBITDA Statement understated the CIH EBITDA, the amount by which Vendors’ Representative believes the CIH EBITDA was understated, and the matters in respect of this Section 2.6 upon which Vendors’ Representative believes caused the earlier of understatement and the grounds therefor. (Ac) If the failure of Buyer to notify Seller of Purchaser receives a dispute CIH EBITDA Response from the Vendors’ Representative in accordance with, and in the time specified in, clause 9.11(b)(i), then, the Purchaser will, within ten (10) business days Business Days after receipt of Sellersuch CIH EBITDA Response, pay to each Vendor, in Immediately Available Funds, such Vendor’s delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation respective percentage set forth in Section 2.6(c)(ivthe CIH EBITDA Response of the Purchase Price Adjustment in accordance with such Vendor’s wire transfer information. (d) If the Purchaser receives a CIH EBITDA Response from the Vendors’ Representative in accordance with, and in the time specified in, clause 9.11(b)(ii), then, the Purchaser and Vendors’ Representative will attempt to resolve the matter within three ten (310) business days Business Days after the Purchaser’s receipt of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows:such CIH EBITDA Response. (i) in If the event that Purchaser and Vendors’ Representative are able to resolve such dispute within such ten (10) Business Day period, then, the Net Asset Balance reflected on Purchaser and Vendors’ Representative will execute and deliver a certificate setting forth the Preliminary Closing Balance Sheet exceeds amount of CIH EBITDA and Purchase Price Adjustment upon which they agree and, if such Purchase Price Adjustment is greater than zero, the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then certificate will also set forth the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus such excess over the Designated AmountAdjustment, wire transfer instructions for each Vendor, and the Seller shall, within three percentage of the Purchase Price Adjustment to be paid to each Vendor. Within ten (310) business days Business Days after the execution and delivery of such determinationcertificate, the Purchaser will pay to each Vendor, in Immediately Available Funds, such amount to Buyer (i) Vendor’s respective percentage set forth in cash if the certificate of the Purchase Price Adjustment in accordance with such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in ParentVendor’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; andwire transfer information. (ii) If the Purchaser and Vendors’ Representative are unable to resolve such dispute within such ten (10) Business Day period, then, the dispute will be referred to an Expert for resolution in accordance with clause 9.12. If the event Expert’s final written decision issued in accordance with clause 9.12(f) shows that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price Adjustment is greater than zero, then, within ten (10) Business Days after such written decision is delivered to Purchaser and Purchaser has received from Vendors’ Representative wire transfer information for each Vendor and the percentage of the Purchase Price Adjustment to be paid to each Vendor, the Purchaser will pay to each Vendor, in Immediately Available Funds, such Vendor’s respective percentage of the Purchase Price Adjustment in accordance with such wire transfer instructions. (e) The Parties agree that the Purchase Price Adjustment, if any, shall be adjusted upward in an amount equal increase the Purchase Price for United States tax purposes, except to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued extent that any portion thereof must be treated as interest for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuancepurposes.

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for (a) Subject to the purposes terms and conditions of this Section 2.6 Agreement, and in reliance upon the earlier representations and warranties contained herein, on the Closing Date Buyer shall pay $6,000,000 (the "Holdback Amount") to State Street Bank and Trust Company of California, N.A. (Athe "Holdback Agent"), in federal funds by wire transfer to the bank account designated by the Holdback Agent, for application in accordance with Section 11.05(b) and the failure holdback agreement (the "Holdback Agreement"), to be entered into among the Representative, Buyer and the Holdback Agent on or prior to the Closing Date, substantially in the form attached hereto as Exhibit C (with such changes as may be agreed to by the parties thereto). The parties hereto agree that the Holdback Amount belongs to Buyer until such time as any part thereof is to be paid to the Shareholders and the Unit Shareholders in accordance with paragraph (b) below. (b) In the event that any of the Holdback Amount shall not have been paid or is not payable to Buyer or its designee in accordance with the Holdback Agreement following the final, non-appealable resolution of any and all TOPLink Software Claims or TOPLink Software Liability (the "Holdback Balance"), then the Holdback Agent shall pay to notify Seller the Shareholders and the Unit Shareholders in accordance with the Holdback Agreement, as an adjustment, the Holdback Balance. This adjustment to the purchase price relates to underlying goodwill, the value of a dispute within ten (10) business days of Seller’s delivery which cannot reasonably be expected to be agreed upon as of the Closing Balance Sheet Date. (c) In the event that TOP or TOP US shall have actually received monies in payment of an award in connection with a favorable judgment in respect of any of their counter or cross-claims in the Persistence Actions, then Buyer shall pay to the Shareholders and the Unit Shareholders as soon as practicable after the receipt thereof, as a purchase price adjustment, and in proportion to their interests in and to the Holdback Amount as set forth in Schedules 1 and 2 hereto, the after-tax proceeds therefrom to the extent that any amount of the Holdback Amount has been paid to Buyer, TOP or TOP US or any of their Affiliates (B) the resolution as of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of immediately after the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (iDate) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus such excess over the Designated Amount, accordance with this Agreement and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuanceHoldback Agreement.

Purchase Price Adjustment. The Within the seventy-five (75) days after Closing Balance Sheet or sooner if possible, Buyer and Seller shall be deemed final for mutually determine the purposes actual number of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet Purchased Subscribers actually transferred to Buyer, (B) based upon the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: criteria (i) in through (iii) set forth below. If the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amountnumber of Purchased Subscribers transferred to Buyer is less than 26,000, then Seller shall reduce the Purchase Price shall be adjusted downward in payable to Seller by an amount equal to $85 for each Purchased Subscriber less than 26,000. For purposes of determining the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days number of such determination, pay such amount Purchased Subscribers transferred to Buyer for this Section 2.3(d), a Purchased Subscriber shall be deemed to have been transferred to Buyer only if (i) such Purchased Subscriber was successfully billed by Buyer in cash if the first month after the Closing and Seller was not aware of anything which would reasonably lead Seller to believe that the amount billed to such amount is not more than $100,000 or Purchased Subscriber on such xxxx was uncollectible, (ii) Buyer has not received a combination written or telephonic notice from or on behalf of forty-five percent such Purchased Subscriber or a clearinghouse indicating that such Purchased Subscriber intends to cancel or has cancelled, and (45%iii) where a Purchased Subscriber is successfully billed by Buyer, in cash and fifty-five percent accordance with the immediately preceding sentence, such successful billing is not subsequently challenged or denied by a carrier (55%e.g., Verizon) in Parent’s common stock (valued and/or Buyer is not informed that a carrier will no longer accept billing for such purpose at $1.44 per share) if Purchased Subscriber as a result of the historical billing relationship of such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated AmountPurchased Subscribers, such as its historical relationship with other billing entities, then such Purchased Subscriber shall be excluded from the number of Purchased Subscribers transferred to Buyer for this Section 2.3(d) and the Purchase Price shall will be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuancereduced accordingly.

Purchase Price Adjustment. The Closing Balance Sheet (a) Xxxxxx and Xxxxxxxxx shall be deemed final reimbursed for up to $50,000 in the purposes of this Section 2.6 upon aggregate for pass through tax allocations from 2011. (b) At the earlier of (A) Maturity Date, the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made subject to adjustment as follows: (i) If the TSN Persons (as defined below), on a combined basis, fail to admit an average of over 1,200 patients per year during the period between the Closing and the Maturity Date with a minimum average revenue of $15,000 per admission (“Threshold I”), the Balloon Payment shall be reduced by $1,500,000 (as provided in the event that respective Promissory Note), and all the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price Restricted Shares shall be adjusted downward in an amount equal forfeited to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or Buyer; (ii) If the TSN Persons, on a combination combined basis, meet Threshold I but fail to admit an average of forty-five percent over 1,400 patients per year during the period between the Closing and the Maturity Date with a minimum average revenue of $15,000 per admission (45%“Threshold II”), the Balloon Payment shall be reduced by $1,000,000 (as provided in the respective Promissory Note), 75,472 of the Restricted Shares shall be released from escrow and delivered to Xxxxxx and 150,944 of the Restricted Shares shall be forfeited to Buyer; (iii) If the TSN Persons, on a combined basis, meet Threshold II but fail to admit an average of over 1,800 patients per year during the period between the Closing and the Maturity Date with a minimum average revenue of $15,000 per admission (“Threshold III”), the Balloon Payment shall be reduced by $500,000 (as provided in cash the respective Promissory Note), 150,944 of the Restricted Shares shall be released from escrow and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000delivered to Xxxxxx and 75,472 of the Restricted Shares shall be forfeited to Buyer; and (iiiv) in If the event that TSN Persons, on a combined basis, meet Threshold III, the Net Asset Balance reflected on Balloon Payment shall not be reduced and all of the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price Restricted Shares shall be adjusted upward in an amount equal released from escrow and delivered to Xxxxxx. (c) For the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days purposes of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuance.Agreement:

Purchase Price Adjustment. The Closing Balance Sheet (a) Except to the extent accounted for in the adjustments to the Cash Consideration and Share Consideration made under Section 2.3(b), the Base Purchase Price reflects and the Parties agree and covenant that (i) Buyer shall be entitled to the value of all production of Hydrocarbons from or attributable to the Properties from and after the Effective Time (and all products and proceeds attributable thereto), and to all other income, proceeds, receipts, and credits earned with respect to the Target Interests at or after the Effective Time, and (ii) Seller shall be entitled to the value of all production of Hydrocarbons from or attributable to the Properties prior to the Effective Time (and all products and proceeds attributable thereto), and to all other income, proceeds, receipts, and credits earned with respect to the Target Interests prior to the Effective Time. “Earned” and “incurred,” as used in this Agreement, shall be interpreted in accordance with GAAP and XXXXX Standards. For purposes of allocating production (and accounts receivable with respect thereto), under this Section 2.3(a), (A) liquid Hydrocarbons shall be deemed final for to be “from or attributable to” the purposes of this Section 2.6 upon Leases, Units, and Xxxxx when they pass through the earlier of pipeline connecting into the storage facilities into which they are transported from the lands covered by the applicable Lease, Unit, or Well, or if there are no storage facilities, when they pass through the lease automatic custody transfer (A“LACT”) meter or similar meter at the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of entry point into the Closing Balance Sheet to Buyerpipelines through which they are transported from such lands, and (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment gaseous Hydrocarbons shall be made as follows: (i) in deemed to be “from or attributable to” the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated AmountLeases, then the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus such excess over the Designated AmountUnits, and Xxxxx when they pass through the delivery point sales meters, custody transfer meters, or other gas flow or volume meters at the entry point into the pipelines through which they are transported from such lands. Seller shall, within three shall utilize reasonable interpolative procedures to arrive at an allocation of production when exact meter readings (3including gas production meters or sales meters) business days of such determination, pay such amount to Buyer (i) in cash if such amount or gauging and strapping data is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuanceavailable.

Purchase Price Adjustment. The Closing Balance Sheet In the event that no election is made on the signature page to this Tax Agreement, or if such an election is made, but at the consummation of such Non-Recognition Transaction the Special Loss Allocations (as defined in the LLC Agreement) with respect to the Class A Common Units of the Exchanging Holder or the Allex Xxxity that is a party to the Non-Recognition Transaction, as applicable, exchanged directly or indirectly for Class B Stock have not been offset with Special Profit Allocations (as defined in the LLC Agreement) and other special allocations provided in Section 6.4 of the LLC Agreement, then the following shall be deemed final for the purposes of this Section 2.6 upon the earlier of apply: (A) At such time as the failure Company incurs an obligation to make an out-of-pocket payment for federal or state income or franchise tax ("Tax") as a result of Buyer current or prior period Special Profit Allocations or other special allocations provided in Section 6.4 of the LLC Agreement with respect to notify Seller the Class A Common Units received by the Company in the Non-Recognition Transaction, which, subject to paragraph (C) below, the Company would not have been obligated to make if previously there had been no 25 Special Loss Allocations with respect to such Class A Common Units (a "Tax Payment"), the Company shall provide written notice to the Exchanging Holder, not less than thirty (30) days prior to the date such Tax Payment is due, of (I) the amount of such Tax Payment, (II) the date such Tax Payment is due and (III) the Company's determination of the With and Without Calculations (as hereinafter defined) of the amount of such Tax Payment in respect of such Class A Common Units. At such time as the Company incurs a reduced obligation to make an out-of-pocket payment for Tax, receives a refund of Tax or the benefit of a dispute credit against Tax as a result of current or prior period Special Profit Allocations or other special allocations provided in Section 6.4 of the LLC Agreement with respect to the Class A Common Units received by the Company in the Non-Recognition Transaction, which, subject to paragraph (C) below, the Company would not have received or benefited from if previously there had been no Special Loss Allocations with respect to such Class A Common Units (a "Tax Rebate"), the Company shall provide written notice to the Exchanging Holder, not more than thirty (30) days after the date such Tax Rebate is received or the benefit is taken, of (x) the amount of such Tax Rebate, (y) the date of such Tax Rebate and (z) the Company's determination of the With and Without Calculations (as hereinafter defined) of the amount of such Tax Rebate in respect of such Class A Common Units. The Tax Payment and the Tax Rebate are referred to herein as the "Payment." In the event that the Exchanging Holder shall disagree with (x) the arithmetic calculations of the With and Without Calculations or (y) the factual basis of any part of the With and Without Calculations, the Exchanging Holder shall so notify Company in writing within fifteen (15) days following the receipt of the With and Without Calculations (the "Exchanging Holder Notification Period"). Such notification shall state the amount of the With and Without Calculations or calculations thereof with which the Exchanging Holder disagrees and the basis for such disagreement. If such disagreement is not resolved by the parties within ten (10) business days of Seller’s delivery of days, such disagreement shall be resolved in accordance with the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation procedures set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price 5. The Payment shall be adjusted downward in an amount equal (if at all) pursuant to the Designated Amount plus such excess over agreement of the Designated Amountparties or the procedures set forth in Section 5, as the case may be, and, after adjustment, subject to the last sentence of this paragraph, shall be the Payment for all purposes of this Tax Agreement and used in any subsequent calculation of the With and Without Calculations. If the Exchanging Holder does not so notify the Company within the Exchanging Holder Notification Period of any disagreement with the amount of the With and Without Calculations or calculations thereof, subject to the last sentence of this paragraph, the amount of the Payment so determined by the Company in the With and Without Calculations provided to the Exchanging Holder shall be the amount thereof and used in any subsequent calculation of the With and Without Calculations. If subsequent to the determination or making of any Payment, the taxable income, or Tax, or both, of the Company is finally adjusted by any tax authority, whether by settlement or in any administrative or judicial proceeding, the parties shall make an equitable adjustment to any prior determinations of the Payment, and the Seller shallapplicable With and Without Calculations, within three (3) business days and the Company promptly shall pay to the Exchanging Holder or the Exchanging Holder promptly shall pay to the Company, as the case may be, an amount required to reconcile the Payment actually made to the Payment that should have been made in light of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; andthe final adjustment by the tax authority. (iiB) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price The Exchanging Holder shall be adjusted upward in an amount equal pay to the Designated Amount plus such excess over Company, or the Designated Amount and Buyer shallCompany shall pay to the Exchanging Holder, within three (3) business days of such determinationas applicable, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuance.Payment determined in

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for (a) In addition to, and without limitation of all other indemnities in this Agreement, as a protection to the purposes Investors against the existence of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery issued shares or other securities of the Closing Balance Sheet to BuyerCorporation not disclosed in Section 2.3, (B) in the resolution of all disputesevent that, pursuant to Section 2.6(c)(ii)at any time, by Buyer the representation and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation warranty set forth in Section 2.6(c)(iv2.3(c) is determined to have been incorrect as of the Closing, the Corporation shall issue to the Investors (on a pro rata basis, based upon the amount of each Investor's original investment), within three at no additional cost to the Investors, and as an adjustment to the purchase price (3whether under this paragraph (a) business days or paragraphs (b) or (c) of the Closing Balance Sheet being deemed finalthis Section 1.4, a "Purchase Price adjustment Adjustment") paid by the Investors per Series A Non-Voting Preferred Share, an additional amount of Series A Non-Voting Preferred Shares such that, if such issuance of additional Series A Non-Voting Preferred Shares had been made at Closing, such representation and warranty would have been true and accurate in all respects. (b) If at any time after the Closing, the Corporation shall be made as follows: either: (i) in subject to paragraph (f) of this Section 1.4, issue any Employee Shares (other than (x) Common Shares issued upon the event that exercise of stock options listed as Common Share Equivalents on Schedule 2.3(b)(ii) (i.e., [ ]* options granted pursuant to the Net Asset Balance reflected on Worldwide Fiber Inc. 1998 Long Term Incentive and Share Award Plan (Amended) (the Preliminary Closing Balance Sheet exceeds "1998 Plan") (the Net Asset Balance reflected on "Existing 10% Option Pool")) or (y) Common Shares issued upon the Closing Balance Sheet by at least exercise of stock options granted under the Designated Amount, then New 5% Option Pool (as defined below) to the Purchase Price shall be adjusted downward extent the grant of such stock options as Employee Shares previously resulted in an amount equal to adjustment under this Section 1.4(b)), Deemed Outstanding Shares, Permitted Reissued Options or Common Shares issued upon the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3exercise of Permitted Reissued Options) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination issue any Minority Roll-Up Shares (except Minority Roll-Up shares issued after September 7, 2000), then the Corporation shall (in the case of forty-five percent clause (45%) i), at the end of each calendar quarter (unless otherwise requested by any Investor), and in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and the case of clause (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal immediately) issue to the Designated Amount plus such excess over the Designated Amount and Buyer shallInvestors (on a pro rata basis, within three (3) business days of such determination, pay based upon the amount of such each Investor's original investment), at no additional cost to Seller (i) in cash if such amount is not more than $100,000 or (ii) the Investors, and as a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided thatPurchase Price Adjustment, in no event shall the a number of shares of Parent’s common stock issued Series A Non-Voting Preferred Shares per each Series A Non-Voting Preferred Share equal to * Material omitted and filed separately with the Securities and Exchange Commission pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuance.a request for confidential treatment under Rule 406. [

Purchase Price Adjustment. (a) The Closing Balance Sheet shall “Adjustment Amount” will be deemed final calculated as of the end of the Performance Period. (b) The “Adjustment Amount” will be zero if the Actual Gross Margin is equal to or greater than the Target Gross Margin and the Actual Lubricants Volume is equal to or greater than the Target Lubricants Volume. (c) If the Actual Gross Margin is less than the Target Gross Margin and/or the Actual Lubricants Volume is less than the Target Lubricants Volume, the “Adjustment Amount” will be the greater of the following: (i) the quotient of the Purchase Price divided by the Target Gross Margin times the amount that the Target Gross Margin exceeds the Actual Gross Margin; or (ii) the quotient of the Target Gross Margin divided by the Target Lubricants Volume times the amount that the Target Lubricants Volume exceeds the Actual Lubricants Volume. (d) Within thirty (30) days after the end of the Performance Period, Buyer will prepare and deliver to the Shareholders (i) the Actual Gross Margin and Actual Lubricants Volume of the Company for the purposes Performance Period and (ii) its calculation of this Section 2.6 upon the earlier Adjustment Amount, if any. If the Shareholders disagree with any of (A) the failure of Buyer to notify Seller of a dispute information or calculations provided by Buyer, then the Shareholders may, within ten (10) business days of Seller’s after delivery of such information or calculation to them, deliver a notice to Buyer stating the Closing Balance Sheet existence and nature of such disagreement. Any such notice of disagreement will specify those items or amounts as to Buyer, (B) which the resolution Shareholders disagree. If such notice of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), disagreement is delivered by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated AmountShareholders, then the Purchase Price shall be adjusted downward in an amount equal Parties will use their best efforts to reach agreement on the Designated Amount plus such excess over the Designated Amount, and the Seller shall, disputed items or amounts within three ten (310) business days after Buyer’s receipt of such determinationnotice. If the Parties have not reached agreement within ninety (90) days after the expiration of the Performance Period, pay the Shareholders (as a group) may submit the matter to a regionally recognized accounting firm, other than the firm that regularly represents Buyer, the Company or any Shareholder, for review and resolution, with instructions to complete the review as promptly as practicable. The resolution of such amount to Buyer (i) in cash if such amount accounting firm will be conclusive and binding on the Parties hereto. If the result of the review is not more than $100,000 or (ii) a combination decrease of forty-the Adjustment Amount of five percent (455%) or more from the Adjustment Amount as calculated by Buyer, the cost of such review will be borne by Buyer; in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; andall other cases, the cost of the review will be borne by Shareholders. (iie) in If the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated AmountPurchase Price is reduced pursuant to this Section 2.4, then the Purchase Price shall aggregate amount due under the Buyer Notes (including principal and accrued interest) will be adjusted upward reduced by the Adjustment Amount in an amount equal proportion to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days Shareholders’ respective holdings of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in Shares as set forth on Exhibit A hereto. In no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(iiAdjustment Amount exceed the aggregate amount due under the Buyer Notes (including accrued interest), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuance.

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for (a) On the purposes of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows:Final Settlement Date, (i) if the Purchaser Adjustment Amount is greater than zero, as an adjustment to the Initial Purchase Price, the Purchaser shall pay to the Seller the Purchaser Adjustment Amount plus Settlement Interest in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward manner provided in an amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three clause (3b) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000this Section 3.01; and (ii) if the Seller Adjustment Amount is greater than zero, as an adjustment to the Initial Purchase Price, the Seller shall pay to the Purchaser the Seller Adjustment Amount plus Settlement Interest in the event manner provided in clause (c) of this Section 3.01. (i) Payment of the Purchaser Adjustment Amount, if any, plus Settlement Interest shall be in cash or validly issued shares of Common Stock ("Payment Shares"), as the Purchaser shall elect, which binding election shall be made at least five scheduled Trading Days prior to the Expiration Date and communicated to the Seller in writing; provided that the Net Asset Balance reflected Purchaser shall not have the right to elect payment in Payment Shares unless (A) the representations and warranties made by the Purchaser to the Seller in Section 5.01 (including without limitation, the representation and warranty in clause (b) thereof but excluding the representations made by the Purchaser in clauses (a), (g), (k) and (l) thereof) are true and correct as of the date the Purchaser makes such election, as if made on such date, and (B) the Purchaser has not taken any action that would make unavailable (x) the exemption set forth in Section 4(2) of the Securities Act, for the sale of any Payment Shares by the Purchaser to the Seller or (y) an exemption from the registration requirements of the Securities Act reasonably acceptable to the Seller for resales of Payment Shares by the Seller. If the Purchaser fails to make such election prior to such day, it shall be deemed to have elected settlement in cash. For the avoidance of doubt, upon the Purchaser's making an election to deliver Payment Shares pursuant to this Section 3.01(b)(i), the Purchaser shall be deemed to make the representations and warranties in Section 5.01 hereof (other than those in clauses (a), (g), (k) and (l) thereof) as if made on the Closing Balance Sheet exceeds date of the Net Asset Balance reflected on Purchaser's election. (ii) Notwithstanding any election by the Preliminary Closing Balance Sheet by Purchaser to make payment in Payment Shares, at least any time prior to the Designated Amounttime the Seller (or any affiliate of the Seller) has contracted to resell such Payment Shares, then the Purchase Price shall be adjusted upward Purchaser may deliver in lieu of such Payment Shares an amount in cash equal to the Designated Purchaser Adjustment Amount plus Settlement Interest, in the manner set forth in Section 3.01(e). (iii) If the Purchaser elects to pay any Purchaser Adjustment Amount in Payment Shares, then on the Final Settlement Date, the Purchaser shall deliver to the Seller a number of Payment Shares equal to the quotient of (A) the Purchaser Adjustment Amount plus Settlement Interest divided by (B) the Private Placement Price (determined in accordance with Section 3.02(c)); provided that the Purchaser shall not be required to deliver Payment Shares in excess of the number of Maximum Delivery Shares except to the extent that the Purchaser has at such excess over time authorized but unissued shares of Common Stock not reserved for Other Transactions. (c) Payment of the Designated Seller Adjustment Amount, if any, plus Settlement Interest shall be in cash or Payment Shares, as the Purchaser shall elect, which such binding election shall be made at least five Trading Days prior to the Expiration Date and communicated to the Seller in writing. If the Purchaser fails to make such election prior to such day, it shall be deemed to have elected settlement in cash. (d) If the Purchaser elects to receive the Seller Adjustment Amount plus Settlement Interest in Payment Shares, which binding election shall be made at least five scheduled Trading Days prior to the Expiration Date and communicated to the Seller in writing, then (x) the Seller shall, beginning on the first Trading Day following the Expiration Date and ending when the Seller shall have satisfied its obligations under this clause (the "Seller Payment Share Purchase Period"), purchase (subject to the provisions of Section 4.01 and Section 4.02 hereof) shares of Common Stock with an aggregate value (which such value shall be determined by the prices at which the Seller purchases such shares plus a commission of $0.05 per share) equal to the Seller Adjustment Amount and Buyer shall(y) the Seller shall deliver such shares of Common Stock to the Purchaser on the settlement dates relating to such purchases. The Purchaser shall not have the right to elect payment in Payment Shares pursuant to this Section 3.01(d) unless (A) the representations and warranties made by the Purchaser to the Seller in Section 5.01 (including, within three without limitation, the representation and warranty in Section 5.01(b) thereof, but excluding the representations and warranties in Section 5.01(a), (3g), (k) business days and (l) thereof) are true and correct in all material respects as of the date the Purchaser makes such determinationelection, as if made on such date, and (B) the Purchaser has not taken any action that would make unavailable the exemption set forth in Section 4(2) of the Securities Act, for the sale of any Payment Shares by the Seller to the Purchaser. For the avoidance of doubt, upon the Purchaser's making an election to receive Payment Shares pursuant to this Section 3.01(d), the Purchaser shall be deemed to make the representations and warranties in Section 5.01 hereof (other than those in clauses (a), (g), (k) and (l) thereof) as if made on the date of the Purchaser's election. (e) If the Purchaser elects to receive the Seller Adjustment Amount in cash or to pay the amount Purchaser Adjustment Amount in cash, then payment of such to Seller (i) in cash if such amount is not more than $100,000 the Purchaser Adjustment Amount plus Settlement Interest or (ii) a combination the Seller Adjustment Amount plus Settlement Interest, as applicable, shall be made by wire transfer of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall immediately available U.S. dollar funds on the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuanceFinal Settlement Date.

Purchase Price Adjustment. The Closing Balance Sheet Statement of Net Assets shall be deemed final for the purposes of this Section 2.6 2.3 upon the earlier earliest of (Ax) the failure of Buyer the Sellers’ Representative to notify Seller the Buyer of a dispute within ten thirty (1030) business days Business Days of Sellerthe Buyer’s delivery of the Closing Balance Sheet Statement of Net Assets to Buyerthe Sellers’ Representative, (By) the resolution of all disputes, pursuant to Section 2.6(c)(ii2.3(b), by Buyer the Sellers’ Accountants and Seller the Buyer’s Accountants, and (Cz) the resolution of all disputes, pursuant to Section 2.6(c)(ii2.3(b), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within Within three (3) business days Business Days of the Closing Balance Sheet Statement of Net Assets being deemed final, a Purchase Price adjustment shall be made as follows: (i) in In the event that the Target Net Asset Balance reflected on the Preliminary Closing Balance Sheet Position exceeds the Net Asset Balance Position reflected on the Closing Balance Sheet Statement of Net Assets by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an by the amount, if any, that the amount equal to of such excess exceeds the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay Buyer shall be entitled to recover such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination by way of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; andoffset against the first Minimum Guaranteed Earn Out Payment. (ii) in In the event that the Net Asset Balance Position reflected on the Closing Balance Sheet Statement of Net Assets exceeds the Target Net Asset Balance reflected on the Preliminary Closing Balance Sheet Position by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an by the amount, if any, that the amount equal to the Designated Amount plus of such excess over exceeds the Designated Amount and the Buyer shallshall pay such amount, within three (3) business days Business Days of the Closing Statement of Net Assets being deemed final, to the Sellers’ Representative for distribution to the Company Securityholders in accordance with the Adjustment Amount Transaction Percentage for each such determinationCompany Securityholder by wire transfer in immediately available funds. For the avoidance of doubt, pay the amount Company Debt under the Financing Agreement, the Pavilion Consulting Debt, the Affiliate Debt and the Seller Transaction Expenses shall not be included in any calculation of such to Seller (i) the Closing Statement of Net Assets or Net Asset Position or taken into account in cash determining an adjustment, if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided thatany, in no event shall the number of shares of Parent’s common stock issued pursuant to under this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuance2.3.

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s 's delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s 's common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s 's common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s 's common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s 's common stock issued and outstanding immediately prior to such issuance.

Purchase Price Adjustment. The Closing Balance Sheet shall be deemed final for the purposes of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery Purchase Price set forth above assumes that, at Closing, all of the Closing Balance Sheet Excluded Assets that are capable of being assigned to BuyerSellers or their Affiliates shall have been so assigned and the Companies will not have any cash or cash equivalents, (B) any accounts receivable, any assets consisting of prepayments, advances or deposits, or any liabilities other than the resolution of all disputesAssumed Liabilities, pursuant which Buyer has agreed to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days assume as part of the Closing Balance Sheet being deemed finalPurchase Price, a Purchase Price adjustment shall be made as follows: (i) in the event and that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal to Three Million Six Hundred Thousand Dollars ($3,600,000.00) of non-obsolete Excess Inventory (other than bananas packed in boxes waiting to be shipped) remains in the Designated Amount plus Colombian Companies. To give effect to such excess over understanding, the Designated Amountcash portion of the Purchase Price payable shall be adjusted by the amounts provided in §2(e)(i) below, and the Seller shall, within three (3) business days portion of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price corresponding to the Eight Week Excess Inventory Note shall be adjusted upward by the amounts provided in an amount equal §2(e)(iii) below (the “Purchase Price Adjustments”). In addition, under §5(n) hereof, Buyer has agreed to cause the Colombian Companies to collect on behalf of, and for the account of, Sellers and their Affiliates those Excluded Assets consisting of accounts receivable (including accounts receivable from those employees retained by the Companies (“Retained Employee Accounts Receivable”)) that are not assignable to Sellers or their Affiliates, and to assign to Sellers or their Affiliates after Closing those accounts receivable that, while assignable, are not in fact assigned on or prior to the Designated Amount plus such excess over Closing Date and are not collected prior to the Designated Amount and Buyer shall, within three (3) business days date of such determinationassignment. With respect to the inventory items classified as obsolete, pay the Parties have agreed that those items constituting spare parts shall remain at Banadex without any purchase price adjustment and all other items shall be transferred to Expofrut as part of the Excluded Assets. Sellers agree that they shall cause Expofrut to provide Banadex with a right of first refusal to purchase all such obsolete items transferred to Expofrut at the same price at which Exprofrut proposes to sell such items to a third party after the Closing. The amount of such to Seller (ithe Purchase Price adjustments contemplated in this §2(e) shall be determined in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuance.manner set forth below:

Purchase Price Adjustment. The At least two days prior to the Closing Balance Sheet Date, the Company and Republic shall estimate by mutual agreement the amount of the Purchase Price Adjustment, if any, as of the Effective Date for purposes of determining the number of Republic Shares to be delivered by Republic to the Shareholders at the Closing (which estimated amount is referred to herein as the "Estimated Amount"). Within 30 days after the Closing Date, Republic shall prepare and deliver to the Shareholders (in accordance with Section 12.1) a determination (the "Determination") of the actual amount of the Purchase Price Adjustment as of the Effective Date (which actual value is referred to herein as the "Actual Amount"). If, within 30 days after the date on which a Determination is delivered to the Shareholders, the Shareholders shall not have given written notice to Republic setting forth in detail any objection of the Shareholders to such Determination, then such Determination shall be final and binding on the parties hereto. In the event the Shareholders give written notice of any objection to such Determination within the 30-day period, Republic and the Shareholders shall use all reasonable efforts to resolve the dispute within the 30-day period following the delivery of the written notice. If the parties are unable to reach an agreement within such 30-day period, the matter shall be submitted to Arthxx Xxxexxxx XXX for determination of the Actual Amount which shall be final and binding upon Republic and the Shareholders. Republic and the Shareholders shall contribute equally to costs (including fees and expenses charged by Arthxx Xxxexxxx XXX in connection with the resolution of any such dispute). If the Actual Amount is greater than the Estimated Amount, such amount shall be deemed final to be Indemnifiable Damages under Article VIII hereof and Republic may set off against the Held Back Shares the difference between the Actual Amount and the Estimated Amount (assuming a value per share for the purposes of this Section 2.6 upon the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet to Buyer, (B) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount such calculation equal to the Designated Amount plus Closing Sale Price); provided, that any and all such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is Indemnifiable Damages shall not more than $100,000 be applied against or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal subject to the Designated Amount plus Indemnification Threshold (as such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) term is defined in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(iiArticle VIII hereof), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuance.

Purchase Price Adjustment. The Closing Balance Sheet In the event there shall be deemed final for an inaccuracy in any of the purposes representations or warranties of this Section 2.6 upon the earlier Seller or a breach by Seller of (A) the one or more covenants to be performed by Seller prior to Closing, which inaccuracy or breach is Material and such inaccuracy or breach does not constitute a failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery of the Closing Balance Sheet conditions to Buyer, (B) the resolution of all disputes, pursuant 's obligation to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation close as set forth in Section 2.6(c)(iv12.02(a), within three (3) business days or there shall be a Material loss or damage to any of the Assets as a result of fire or other casualty and Seller does not elect to restore such Assets as provided in Section 8.09, the Parties shall use all reasonable efforts to agree prior to Closing Balance Sheet being deemed final, to a Purchase Price downward adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then to the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus decline in value of any of the Assets resulting from such excess over inaccuracy, breach, loss or damage. In this regard, the Designated Amountdecline in value shall be on a dollar-for-dollar basis for balance sheet items and, with respect to other items affecting value, shall be as mutually agreed by the Parties. If the Parties are unable to agree on the amount of the Purchase Price adjustment prior to Closing, and all of the Seller shallconditions to the obligations of the Parties to close have been satisfied or waived, within three (3) business days the Parties shall proceed to close the transaction contemplated hereby and the disagreement regarding the amount of such determinationthe Purchase Price adjustment shall be resolved in accordance with the dispute resolution procedure described in Section 3.05(b), pay such amount with the 30-day period referred to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected first sentence thereof beginning on the Closing Balance Sheet exceeds Date. Once such disagreement is resolved, Seller shall then pay to Buyer the Net Asset Balance reflected on amount of such adjustment, if any, with interest at the Preliminary rate provided in Section 3.05(d)(i) from the Closing Balance Sheet by at least Date through the Designated Amountdate of payment. Notwithstanding anything herein to the contrary, then no downward adjustment in the Purchase Price shall be adjusted upward in an amount equal made under this Section 3.08 to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay extent that the amount of such thereof is subject to Seller (i) adjustment under the Inventory evaluation procedures elsewhere in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuanceArticle 3.

Purchase Price Adjustment. 7.1. The Closing Balance Sheet shall be deemed final for SELLER guarantee that the purposes SPV is in an “Ongoing Concern” situation (i.e. it is regularly and continuously operating in full compliance with granted authorizations, capable of this Section 2.6 upon regularly and timely paying its suppliers and debts). 7.2. In order to evidence the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery existence of the Closing Balance Sheet requirements indicated in Section 7.1 and to Buyerfix the PURCHASE PRICE the ORIGINAL SHAREHOLDERS, the SELLER and the BUYER shall cooperate with the SPV in order to prepare and deliver to the AUDIT FIRM, within 15 days after the CLOSING DATE, a draft financial statement of the SPV as of June 30, 2017. 7.3. The AUDIT FIRM, no later than (B60) days after the resolution of all disputesCLOSING DATE, shall review, audit and deliver to the PARTIES the closing financial statement received pursuant to Section 2.6(c)(ii7.2 above (hereinafter referred to as the “CLOSING FINANCIAL STATEMENT”), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject Attached to the limitation set forth in Section 2.6(c)(iv)CLOSING FINANCIAL STATEMENT the AUDIT FIRM shall deliver a report (the “ADJUSTMENT REPORT”) that shall evidence the difference, within three (3) business days if any, concerning the calculation of the Closing Balance Sheet being deemed finalPURCHASE PRICE and, a Purchase Price adjustment accordingly, shall be made proceed with the calculation of the ADJUSTED PRICE (hereinafter referred to as follows“ADJUSTED AMOUNT”). 7.4. The PARTIES agree that: (i) in the event that the Net Asset Balance reflected on ADJUSTED PRICE evidences a reduction of the Preliminary Closing Balance Sheet exceeds PURCHASE PRICE, the Net Asset Balance reflected on SELLER shall pay the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal ADJUSTED AMOUNT to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; andBUYER; (ii) in the event that the Net Asset Balance reflected on ADJUSTED PRICE evidences an increase of the Closing Balance Sheet exceeds of the Net Asset Balance reflected on PURCHASE PRICE, the Preliminary Closing Balance Sheet by at least BUYER shall pay the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal ADJUSTED AMOUNT to the Designated Amount plus such excess over SELLER. 7.5. Without prejudice to Section 3.3 above, on September 30, 2017 the Designated Amount and Buyer shall, within three (3) business days payment of such determination, pay the amount of such to Seller under: (i) Section 7.4(i) shall be made by the SELLER, either by payment in cash if such or by set-off with any amount is not more than $100,000 or due by BUYER; (ii) a combination of forty-five percent (45%Section 7.4(ii) shall be made by the BUYER according to and subject to the terms and conditions provided for in cash and fifty-five percent (55%Exhibit 3.3(ii) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuanceattached hereto.

Purchase Price Adjustment. The Closing Balance Sheet (a) In the event a difference between accounts receivable attributable to the Bingo Business (“Bingo Accounts Receivable”), as of the Closing, and accounts payable attributable to the Bingo Business (“Bingo Accounts Payable”), as of the Closing, is less than $100,000, as determined in accordance with Sections 2.2(b), (c), (d) and (e), the Purchase Price shall be deemed final reduced dollar for dollar by the purposes of this Section 2.6 upon amount equal to the earlier of (A) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery shortfall, but not below zero. For example, as of the Closing Balance Sheet to BuyerClosing, (B) if the resolution of all disputesBingo Accounts Receivable is $130,000 and the Bingo Accounts Payable is $56,000, pursuant to Section 2.6(c)(ii), by Buyer and Seller and (C) the resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Independent Accounting Firm. Subject to the limitation set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an by the amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and26,000. (iib) in As promptly as practicable following the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated AmountClosing, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, but in no event later than 30 days thereafter, Seller shall cause to be prepared and delivered to Buyer a statement setting forth the number Bingo Accounts Receivable and the Bingo Accounts Payable as of shares the date of Parentthe Closing, as determined by Seller’s common stock issued pursuant Chief Financial Officer or Certified Public Accountant and as determined in accordance with the practices used by Seller in the statement setting forth the Bingo Accounts Receivable and Bingo Accounts Payable as of March 31, 2009 (the “March Statement”) delivered to this Buyer prior to the Effective Date. (c) During the 30-day period following receipt of the statement required to be delivered by Seller to Buyer in accordance with Section 2.6(d)(ii2.2(b) (the “Statement”), when aggregated Buyer and its independent accountants shall, at Buyer’s expense, be permitted to review the working papers of Seller and Seller’s accountants relating to each Statement and to ask questions, receive answers and request such other data and information from each of them as shall be reasonable under the circumstances. The Statement shall become final and binding upon the Parties hereto on the 45th day following delivery thereof, unless Buyer gives written notice of its disagreement with such Statement (the Stock Consideration, exceed 19.9% “Notice of the number of shares of Parent’s common stock issued and outstanding immediately Disagreement”) to Seller prior to such issuancedate. The Notice of Disagreement shall specify, in reasonable detail, the nature of any disagreement so asserted. (d) During the 15-day period following the delivery of the Notice of Disagreement that complies with the preceding paragraph, or such longer period as the Parties hereto shall mutually agree, the Parties hereto shall seek, in good faith, to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. If, at the end of such 15-day period (or such longer mutually agreed upon period), the Parties hereto have not so resolved such differences, the Parties hereto shall submit the dispute for resolution to an independent accounting firm (the “Arbiter”) for review and resolution of any and all matters which remain in dispute and which were properly included in such Notice of Disagreement. The Arbiter shall be a mutually acceptable internationally recognized independent public accounting firm agreed upon by the Parties hereto in writing. The Parties hereto shall use reasonable efforts to cause the Arbiter to render a decision resolving the matters in dispute within 30 days following the submission of such matters to the Arbiter. The scope of the disputes to be resolved by the Arbiter is limited to such items that Seller has disputed in the Notice of Disagreement. In resolving any disputed item, the Arbiter shall limit its review to matters set forth in the applicable Notice of Disagreement. The Arbiter shall notify Buyer and Seller whether or not the Arbiter believes that the computation contained in any Statement is understated or overstated, which determination (the “Determination”) shall be final and binding and shall be the sole and exclusive remedy between Buyer and Seller regarding such computation and judgment may be entered upon the determination of the Arbiter in any court having jurisdiction over the party against which such determination is to be enforced. Any amounts determined to be understated or overstated, as provided above, will be adjusted accordingly (the “Adjustment”) solely for purposes of Section 2.2. Any Statement reviewed by the Arbiter shall, after giving effect to any applicable Adjustment, become final and binding on the Parties hereto. (e) The fees, costs and expenses of the Arbiter shall be paid one-half by Seller, on the one hand, and one-half by Buyer, on the other.

Purchase Price Adjustment. The Closing Balance Sheet Purchase Price shall be deemed final for the purposes of this Section 2.6 upon the earlier of subject to adjustment as follows: (A) The Cash at Closing shall be reduced, on a dollar-for-dollar basis, by the failure sum of Buyer to notify Seller (i) any amount in excess of a dispute within ten One Million Five Hundred Thousand Dollars (10$1,500,000) business days borrowed by AZNA on its line of Seller’s delivery credit with Bank of America, N.A. as of the Closing Balance Sheet to Buyerand (ii) any other obligation of AZNA for borrowed money or guaranty by AZNA of any obligation of another person for borrowed money or otherwise, each as of the Closing. (B) The Initial Consideration Note and the resolution Cash at Closing shall be reduced, in the aggregate and on a proportionate basis, on a dollar-for-dollar basis by an amount equal to one-half (1/2) of all disputes, the amount paid by Finisar pursuant to Section 2.6(c)(ii), by Buyer and Seller and 5.2 (C) Sellers acknowledge and agree that AZNA is a party to certain government contracts, identified on Exhibit E attached hereto (the resolution “Government Contracts”), which may only be performed by AZNA following the Closing upon the consent and approval of each applicable United States governmental agency. In the event each applicable United States governmental agency delivers to AZNA, on before the Survival Period End Date (as defined below in Section 9.5), final written notice of its consent and approval to the performance by AZNA of all disputesof the Government Contracts following the Closing, pursuant with no material modification to Section 2.6(c)(ii)any rights, duties or obligations of the parties thereunder and no material delay in payment or performance by the Independent Accounting Firm. Subject applicable United States governmental agency under any of the Government Contracts as a consequence of the acquisition of AZNA by Finisar, then Two Hundred Fifty Thousand Five Hundred Three Dollars ($250,503) of the Escrow Cash currently held in Escrow shall, subject to the limitation set forth in Section 2.6(c)(iv)Article IX of this Agreement, be released and distributed, within three (3) business days thereafter, to the Common Unitholders and Common Optionholders on a pro-rata basis in accordance with the portion of Cash at Closing each is to receive as set forth on Exhibit B, and Finisar, the Founder and Sellers’ Representative agree to jointly instruct the Escrow Agent to effect such release. In the event any applicable United States governmental agency or agencies delivers final written notice to AZNA at any time prior to the Survival Period End Date that it does not consent to or approve the performance by AZNA of any one or more of the Government Contracts following the Closing Balance Sheet being deemed finalas a consequence of the acquisition of AZNA by Finisar, or otherwise consents to or approves the performance by AZNA of any one or more of the Government Contracts subject to terms or conditions (including but not limited to material modification to any rights, duties or obligations of the parties thereunder) which are unacceptable to Finisar in its sole discretion, then Finisar shall be entitled to recovery against the Escrow Cash and Escrow Note, on a Purchase Price adjustment dollar-for-dollar basis and without any setoff or reduction, for the entire aggregate amount which would have been paid to AZNA by the governmental agency pursuant to such Government Contracts on and after the Closing Date had the governmental agency given its consent and approval and AZNA had fully performed such Government Contracts in their entirety. In the event there is any material delay in payment or performance by any applicable United States governmental agency under any of the Government Contracts as a consequence of the acquisition of AZNA by Finisar, then Finisar shall be entitled to recovery against the Escrow Cash and Escrow Note, on a dollar-for-dollar basis and without any setoff or reduction, for the aggregate amount of damages incurred by AZNA arising or resulting from such material delay in payment or performance. Any claim by Finisar for damages under this Section 2.3(C) shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal to the Designated Amount plus such excess over the Designated Amount, and the Seller shall, within three (3) business days of such determination, pay such amount to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay first against the amount of such Escrow Cash held in the Escrow Fund, up to Seller (i) in cash full amount thereof, and if such the Escrow Cash is insufficient to satisfy the full amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued damages, Finisar may make recourse against the Escrow Note, up to the full amount thereof, for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% remainder of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuancedamages.

Purchase Price Adjustment. The In consideration of the value of the Net Inventory as reflected on the Closing Balance Sheet Date Inventory Statement, the Buyer shall be deemed final remit to the Seller on the Closing Date an additional payment (the “Purchase Price Adjustment Payment”) in an amount determined by (i) taking each item within the Net Inventory (each, an “Inventory Item”) and multiplying (a) the number of units of such Inventory Item in the Net Inventory, by (b) the most recent price per unit for such Inventory Item as reflected on the Seller’s most recent purchase order or invoice for the purposes of this Section 2.6 upon same (such value, the earlier of “Inventory Item Value”); and (Aii) the failure of Buyer to notify Seller of a dispute within ten (10) business days of Seller’s delivery then adding all of the Closing Balance Sheet Inventory Item Values together to Buyerarrive at the amount of the Purchase Price Adjustment Payment. ARTICLE 3REPRESENTATIONS AND WARRANTIES OF SELLER EXCEPT AS SPECIFICALLY SET FORTH IN THIS ARTICLE 3, (B) the resolution of all disputesSELLER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, pursuant to Section 2.6(c)(ii)EXPRESS OR IMPLIED, by Buyer and Seller and (C) the resolution of all disputesAT LAW OR IN EQUITY, pursuant to Section 2.6(c)(ii)IN RESPECT OF THE PURCHASED ASSETS, by the Independent Accounting FirmTHE ASSUMED LIABILITIES, OR THE OPERATIONS OF THE FOUNDRY OPERATION, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY DISCLAIMED. THE BUYER, ON BEHALF OF ITSELF AND THE BUYER’S DESIGNEES, HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS ARTICLE 3, THE BUYER AND/OR THE BUYER DESIGNEE IS ACQUIRING THE PURCHASED ASSETS AND ASSUMING THE ASSUMED LIABILITIES ON AN “AS-IS, WHERE-IS” BASIS, WITH ALL FAULTS. THE BUYER, ON BEHALF OF ITSELF AND THE BUYER’S DESIGNEES, ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS AND REMEDIES SET FORTH IN THIS AGREEMENT AND SUBJECT TO THE LIMITATIONS ON SUCH REPRESENTATIONS, WARRANTIES, COVENANTS AND REMEDIES SET FORTH IN THIS AGREEMENT, THE BUYER AND/OR THE BUYER DESIGNEE IS RELYING SOLELY UPON ITS OWN INVESTIGATION OF SELLER, THE FOUNDRY OPERATION, THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES. Subject to the limitation foregoing and except as set forth in Section 2.6(c)(iv), within three (3) business days of the Closing Balance Sheet being deemed final, a Purchase Price adjustment shall be made as follows: (i) in the event that the Net Asset Balance reflected on the Preliminary Closing Balance Sheet exceeds the Net Asset Balance reflected on the Closing Balance Sheet Schedules attached hereto and delivered by at least the Designated Amount, then the Purchase Price shall be adjusted downward in an amount equal Seller to Buyer prior to the Designated Amount plus such excess over the Designated Amountexecution of this Agreement, Seller represents and the Seller shall, within three (3) business days of such determination, pay such amount warrants to Buyer (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; and (ii) in the event that the Net Asset Balance reflected on the Closing Balance Sheet exceeds the Net Asset Balance reflected on the Preliminary Closing Balance Sheet by at least the Designated Amount, then the Purchase Price shall be adjusted upward in an amount equal to the Designated Amount plus such excess over the Designated Amount and Buyer shall, within three (3) business days of such determination, pay the amount of such to Seller (i) in cash if such amount is not more than $100,000 or (ii) a combination of forty-five percent (45%) in cash and fifty-five percent (55%) in Parent’s common stock (valued for such purpose at $1.44 per share) if such amount exceeds $100,000; provided that, in no event shall the number of shares of Parent’s common stock issued pursuant to this Section 2.6(d)(ii), when aggregated with the Stock Consideration, exceed 19.9% of the number of shares of Parent’s common stock issued and outstanding immediately prior to such issuance.: