Common use of Purchase Price Adjustment Clause in Contracts

Purchase Price Adjustment. (a) Within sixty (60) days after the Closing Date, the Buyer shall deliver to the Seller a preliminary statement (the “Preliminary Statement”) of the Net Working Capital, determined as of the effective time of the Closing and in accordance with GAAP (the “Closing Date Net Working Capital”). The Seller and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capital. (b) The Seller shall have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Price.

Purchase Price Adjustment. (a) Within sixty (60) days On or before the 60th day after the Closing Date, the Buyer shall prepare and deliver to the Seller a preliminary statement (the “Preliminary Statement”) of the Net Working Capital, determined as of the effective time of Sellers’ Representative the Closing Balance Sheet and in accordance with GAAP a statement setting forth the Closing Net Asset Value (the “Closing Date Net Working CapitalAsset Value Statement”). The Seller and its Affiliates Each Party shall provide the Buyer other Party and its representatives with full reasonable access at all reasonable times and on reasonable advance notice to such personnel and relevant books, records records, work papers and other materials personnel during the preparation of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered byClosing Net Asset Value Statement, the Preliminary Statement, Final Statement conduct of any reviews referred to in this Section 1.4 and Closing Date Net Working Capitalthe resolution of any disputes that may arise under this Section 1.4. (b) The Seller shall have thirty (30) days to review If Sellers’ Representative disagrees with the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect determination of the Preliminary Closing Net Asset Value as shown on the Closing Net Asset Value Statement, then the Seller must deliver a written notice Sellers’ Representative shall notify Buyer of objection (the “Objection Notice”) to the Buyer on or prior to the expiration such disagreement within 30 days after Sellers’ Representative’s receipt of the Review Period. The Objection Notice Closing Net Asset Value Statement, which notice shall specify (i) describe the nature of any such disagreement in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefordetail, including (ii) identify the specific items proposed to be adjusted involved and (iii) set forth the specific Dollar dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculateddisagreement (“Seller Objection”). If After the Seller delivers an Objection Notice to the Buyer prior to the expiration end of the Review Period above-referenced 30-day period, neither Buyer nor Sellers’ Representative may introduce additional disagreements with respect to any item in accordance with this Section 3.4(b), the Buyer and Closing Net Asset Value Statement or increase the Seller shall, for a period amount of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained thereinany disagreement, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does item not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller so identified shall be deemed to have be agreed to by Buyer and Sellers’ Representative and will be final, binding and conclusive upon the Preliminary Statement Parties. (c) If a Seller Objection is provided within the above-referenced 30-day period, Buyer shall have 10 Business Days to review and respond to the Seller Objection, and Buyer and Sellers’ Representative shall attempt to resolve the differences underlying the Seller Objection within 20 Business Days following Buyer’s receipt of the Seller Objection. Disputes between Buyer and Sellers’ Representative that are not resolved by them within such 20-Business Day period shall be referred no later than such 20th Business Day for decision to an independent accounting firm of national reputation mutually acceptable to Buyer and Sellers’ Representative (the “Arbiter”) that shall act as arbitrator and determine, based solely on presentations by Sellers’ Representative and Buyer and only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Statements require adjustment. If Buyer and Sellers’ Representative cannot agree upon the selection of the Arbiter within five Business Days, BDO Xxxxxxx LLP shall serve as the Arbiter hereunder. Prior to the referral to the Arbiter, Buyer shall have the right to modify its calculation of the Closing Net Asset Value set forth in the Closing Net Asset Value Statement, and Sellers’ Representative shall have the right to modify its calculation of the Closing Net Asset Value set forth in its entiretySeller Objection, which Preliminary Statement in each case, however, only if such modification narrows the differences between such calculations. Any such modification shall be delivered in writing by Buyer to Sellers’ Representative or undisputed portions thereof (by Sellers’ Representative to Buyer, in each case with a reasonably detailed explanation of such modifications, at least three Business Days prior to the date the items in dispute are referred to the Arbiter. A copy of such modified calculation shall also be delivered to the Arbiter. The Arbiter shall deliver its written determination as to whether and to what extent, if any, the Closing Statements require adjustment to Buyer and Sellers’ Representative no later than the 30th day after the remaining differences underlying the Seller Objection are referred to the Arbiter, or such longer period of time as the case may beArbiter reasonably determines is necessary. The Arbiter’s determination pursuant to this Section 1.4(c) shall be final, bindingbinding and conclusive upon the Parties, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Partyabsent manifest error. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor Arbiter shall be borne equally allocated to the Parties as determined (as set forth in the final determination) by the Arbiter based upon the relative success (in terms of percentages) of each Party’s claims. For example, if the final determination reflects a 60%-40% determination of the Parties’ claims, the Arbiter would allocate expenses 40% to the Party whose claim was determined to be 60% successful and 60% to the Party whose claim was determined to be 40% successful. Buyer and Seller shall make readily available to the Arbiter all relevant information, books and records and any work papers relating to the Closing Statements and all other items reasonably requested by the Arbiter. In no event may the Arbiter’s resolution of any difference be for an amount that is outside the range of Buyer’s and Sellers’ Representative’s disagreement. (d) If the Closing Net Asset Value is less than the Estimated Net Asset Value, the Initial Purchase Price, as adjusted pursuant to Section 1.3, shall be decreased on a dollar-for-dollar basis by the amount of the difference between the Closing Net Asset Value and the BuyerEstimated Net Asset Value. If the Closing Net Asset Value is greater than the Estimated Net Asset Value, and each of them the Initial Purchase Price, as adjusted pursuant to Section 1.3, shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred be increased on a dollar-for-dollar basis by the Parties in connection with resolving any dispute hereunder before amount of the Neutral Auditor shall be borne by difference between the Party incurring such cost Closing Net Asset Value and expensethe Estimated Net Asset Value. (e) If any adjustment under this Section 1.4 results in a reduction in the Initial Purchase Price, Sellers, jointly and severally, shall pay to Buyer the amount of such reduction, and if any adjustment results in an increase in the Initial Purchase Price, Buyer shall pay to Sellers, based on their Percentage Ownership, the amount of such increase, in each case, by wire transfer of immediately available funds to an account designated by the Party receiving payment within five Business Days after the final determination of the amount of such reduction or increase in Initial Purchase Price. Any payment made by Sellers or Buyer under this Section 1.4(e) shall include interest on the amount of such payment from the Closing Date Net Working Capital as stated on to the Final Statement exceeds $22,400,000, then date of such payment thereof at the outstanding principal amount of the Note shall be increased by an amount per annum rate equal to the excess of such Closing Date Net Working Capital over $22,400,000. If U.S. Prime rate stated in The Wall Street Journal on the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Priceplus three percentage points.

Purchase Price Adjustment. (a) Within sixty (60) 13.2.1 No later than 40 calendar days after the Closing Date, the Buyer shall deliver must provide the Sellers’ Representative with a draft calculation of the consolidated Cash and Debt of the Group as of the Effective Date, each determined in accordance with the Accounting Policies (however subject to clause 5.2), as well as the Seller a preliminary statement resulting Adjustment Amount, if any, and the final Closing Purchase Price (the “Preliminary StatementFinal Purchase Price Calculation”) ). 13.2.2 If the Sellers’ Representative does not notify the Buyer of an Objection to the Net Working Capital, determined as of the effective time of the Closing and Final Purchase Price Calculation in accordance with GAAP (the “Closing Date Net Working Capital”)procedures of clause 13.2.3 it will be final and binding on the Parties and the Adjustment Amount payable, if any, and by which Party, shall be determined by reference to such Final Purchase Price Calculation. 13.2.3 Following delivery of the Final Purchase Price Calculation to the Sellers’ Representative, the Sellers’ Representative may review the Final Purchase Price Calculation and the Buyer must procure that the Group makes available and gives the Sellers’ Representative and its advisors access during usual business hours and upon reasonable notice to all necessary information and relevant employees within the Group as well as to the Group Companies’ auditors to enable the Sellers’ Representative to review the Final Purchase Price Calculation within the timeframe set forth herein. If the Sellers’ Representative disagrees with any element of the Buyer’s draft of the Final Purchase Price Calculation, the Sellers’ Representative must give Notice of an Objection to the Buyer no later than 25 Business Days after delivery of the Buyer’s draft of the Final Purchase Price Calculation. The Seller Sellers’ Representative must describe in reasonable detail the Objections, include the Sellers’ Representative’s calculation of the Final Purchase Price Calculation and refer to the provisions of the Agreement that the Sellers’ Representative invokes in support of its Affiliates position, including which adjustments to the Adjustment Amount, if any, the Sellers’ Representative requests. Unless (i) any Objection has been served on the Buyer within the time frame stipulated above and (ii) the Objection contains all such information as specified in the immediate preceding sentence, the draft Final Purchase Price Calculation prepared by the Buyer will be final and binding on the Parties. 13.2.4 If the Sellers’ Representative gives Notice of an Objection in accordance with clause 13.2.3, the Sellers’ Representative and the Buyer must attempt to reach an agreement on the Objections no later than 15 Business Days after the Buyer’s receipt of the Objection. If the Sellers’ Representative and the Buyer are unable to reach an agreement within this time limit, either the Sellers’ Representative or the Buyer may demand that the Disputed Matters be referred to the Expert. (a) The Expert will resolve the Disputed Matters by determining the proper value of the items which are subject of the Disputed Matters in accordance with the Agreement, including clause 5. The Parties shall provide make available to the Expert such information and documentation as reasonably requested by the Expert in order to resolve the Disputed Matters. The Expert’s decision on the Disputed Matters must be within the range of the values proposed for such Disputed Matter by the Buyer and its representatives the Sellers’ Representative. If the determination of the Disputed Matters depends on an accounting estimate, the Expert must make an independent estimate on the basis of what he considers to be fair and reasonable under the Agreement and consistent with full access at all reasonable times the Accounting Policies (however subject to clause 5.2). If his independent determination is outside the range proposed by the Sellers’ Representative and on reasonable advance notice the Buyer, his determination will be deemed to be equal to the value proposed by the Sellers’ Representative or the Buyer depending whose proposed value was closest to such personnel and books, records and other materials determination. Upon determination of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered byDisputed Matters, the Preliminary Statement, Expert will prepare a Final Statement and Closing Date Net Working CapitalPurchase Price Calculation implementing his determination on the Disputed Matters (but without making any changes to any elements of the Final Purchase Price Calculation which were not Disputed Matters). (b) The Seller shall have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed Final Purchase Price Calculation prepared by the Seller Expert, taking into account any agreements on Objections reached by the Sellers’ Representative and the basis thereforBuyer, including will be final and binding on the specific items proposed to Parties, and it can only be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period challenged in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or clause 20 in the event the Seller does not deliver an Objection Notice of fraudulent acts or obvious errors. The Adjustment Amount payable, if any, shall be determined by reference to such Final Purchase Price Calculation or, if no Disputed Matters had to be referred to the Expert, by reference to such other Final Purchase Price Calculation agreed between the Sellers’ Representative and the Buyer or which became final and binding in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunderclause 13.2.2. (c) IfThe Expert will make decisions as to the apportionment of his fees and other costs between the Parties, at taking into account the conclusion amount by which each Party’s calculation of the Resolution Period, Closing Purchase Price deviated from the Buyer Closing Purchase Price determined by him. 13.2.5 No later than 5 Business Days after the Final Purchase Price Calculation has become final and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely binding on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, Parties in accordance with this clause 13.2, the foregoingAdjustment Amount (together with the Interest accrued on the Adjustment Amount from the Closing Date through the date of payment) must be paid in immediately available funds by the Sellers to the Buyer, within thirty (30) days after its engagement it being understood that the Buyer may, but is not obligated to, to withdraw such Adjustment Amount from the Escrow Account, or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the NoteSellers’ Bank Account, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Price.

Purchase Price Adjustment. (a) Within sixty (60) As soon as practicable, but no later than 30 days after the Closing Date, the Buyer Sellers’ Representative shall prepare and deliver to the Seller Buyer a preliminary statement (proposed calculation of the Purchase Price and the components thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Preliminary StatementPurchase Price Calculations”) . The Purchase Price Calculations shall be accompanied by a certificate signed by an authorized officer of the Net Working Capital, determined as of Sellers’ Representative certifying that the effective time of information set forth in the Closing and Purchase Price Calculations was calculated in good faith in accordance with GAAP (the “Closing Date Net Working Capital”)this Agreement. The Seller Buyer shall cause each of the Companies to make their financial records reasonably available to the Sellers’ Representative so that the Sellers’ Representative may perform and its Affiliates shall provide complete the Purchase Price Calculations and in the event that the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice does not provide any materials reasonably requested by the Sellers’ Representative within five days of request therefor (or such shorter period as may remain in such 30-day period), such 30-day period shall be extended by one day for each additional day required for the Sellers’ Representative to fully respond to such personnel and books, records and other materials of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capitalrequest. (b) The Seller shall have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a Buyer does not give written notice of objection dispute (the a “Objection Purchase Price Dispute Notice”) to the Sellers’ Representative within 30 days of receiving the Purchase Price Calculations, the Purchase Price Calculations will be deemed to be agreed by the Sellers and the Buyer provided, however, that (A) in the event that the Sellers’ Representative does not provide any materials reasonably requested by the Buyer within five days of request therefor (or such shorter period as may remain in such 30-day period), such 30-day period shall be extended by one day for each additional day required for the Sellers’ Representative to fully respond to such request, and (B) the Purchase Price Dispute Notice may include only objections based on or prior to (x) noncompliance with the expiration standards set forth in this Section 2.04 for the preparation of the Review PeriodPurchase Price Calculations or (y) mathematical errors in the calculation of the Purchase Price Calculations. The Objection Purchase Price Dispute Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed be accompanied by a certificate signed by the Seller and Buyer certifying that the basis therefor, including information set forth in the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment Purchase Price Dispute Notice was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period calculated in good faith in accordance with this Section 3.4(bAgreement. (c) If the Buyer gives a Purchase Price Dispute Notice to the Sellers’ Representative (which Purchase Price Dispute Notice must set forth, in reasonable detail, the items and amounts in dispute and all other items and amounts not so disputed shall be deemed final), the Buyer and the Seller shall, for a period Sellers’ Representative shall use commercially reasonable efforts to resolve the dispute by no later than the date which is 10 Business Days following receipt of fifteen the applicable Purchase Price Dispute Notice from the Buyer (15) days thereafter (the “Resolution PeriodDispute Settlement Date”), attempt in good faith to resolve commencing on the matters properly contained therein, date the Buyer receives the applicable Purchase Price Dispute Notice from the Sellers’ Representative and any written resolution, signed all such discussions related thereto shall (unless otherwise agreed by each of the Buyer and the SellerSellers’ Representative) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If the Sellers’ Representative and the Buyer do not agree upon a final resolution with respect to such disputed items by the Dispute Settlement Date, as to any such matter then the remaining items in dispute shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except submitted immediately to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice independent accounting firm mutually acceptable to the Buyer and the Sellers’ Representative. If the Buyer and the Sellers’ Representative are unable to agree on the choice of an accounting firm within ten Business Days after the Dispute Settlement Date, then the Buyer and the Sellers’ Representative shall select an internationally recognized independent accounting firm by lot (after excluding their respective regularly used accounting firms). Any accounting firm so agreed to (the “Accounting Firm”) shall be required to render a determination of the applicable dispute within 45 days after referral of the matter to such Accounting Firm, which determination must be in accordance writing and must set forth, in reasonable detail, the basis therefor; provided that the Accounting Firm may (i) only consider those items and amounts as to which the Sellers’ Representative and the Buyer have disagreed within the time periods and on the terms specified above and (ii) only make adjustments based on noncompliance with the standards set forth in this Section 3.4(b) prior Agreement for the determination of the Purchase Price. The determination made by the Accounting Firm with respect to the expiration of remaining disputed items shall not exceed or be less than the Review Periodamounts proposed by the Sellers’ Representative and the Buyer, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) . The terms of appointment and engagement of the Accounting Firm shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at as agreed upon between the conclusion of the Resolution Period, the Buyer Sellers’ Representative and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection NoticeBuyer, then within ten (10) days thereafter, the Buyer and the Seller any associated engagement fees shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested initially be borne 50% by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer Sellers and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon 50% by the Buyer and the Seller. The resolution of the Neutral Auditor Buyer; provided that such fees shall ultimately be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to allocated in accordance with Section 3.4(b) or 2.04(d). The determination of such Accounting Firm shall be conclusive and binding for all purposes of this Agreement. The Sellers’ Representative shall revise the Purchase Price Calculations as appropriate to reflect the resolution of any objections thereto pursuant to this Section 3.4(c2.04(c), and, as revised, such Purchase Price Calculations shall become be deemed to set forth the “Final Statementfinal Purchase Price, in each case, for all purposes hereunder (including, without limitation, the determination of the Actual Adjustment).” (d) All In the event the Sellers’ Representative and the Buyer submit any unresolved objections to the Accounting Firm for resolution as provided in Section 2.04(c), the responsibility for the fees and expenses of the Neutral Auditor Accounting Firm shall be borne equally as follows: (i) if the Accounting Firm resolves all of the remaining objections in favor of the Buyer’s position (the Purchase Price so determined is referred to herein as the “Low Value”), then all of the fees and expenses of the Accounting Firm shall be paid by the Seller Sellers; (ii) if the Accounting Firm resolves all of the remaining objections in favor of the Sellers’ Representative’s position (the Purchase Price so determined is referred to herein as the “High Value”), then the Buyer shall be responsible for all of the fees and expenses of the Accounting Firm; and (iii) if the Accounting Firm neither resolves all of the remaining objections in favor of the Buyer’s position nor resolves all of the remaining objections in favor of the Sellers’ Representative’s position (the Purchase Price so determined is referred to herein as the “Actual Value”), then that fraction of the fees and expenses of the Accounting Firm equal to (x) the difference between the High Value and the BuyerActual Value over (y) the difference between the High Value and the Low Value shall be paid by the Sellers, and each the Buyer shall be responsible for the remainder of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in expenses of the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expenseAccounting Firm. (e) If the Closing Date Net Working Actual Adjustment is a positive amount, the Buyer shall pay to the Sellers’ Representative (for distribution to LJCB Holdings for payment in turn to Keybridge Capital Limited to the account set forth in Section 2.03(a)(ii) the Keybridge Adjustment Amount (as stated defined in the Deed of Settlement and Release) and the remainder of the Actual Adjustment Amount to each applicable Seller according to its respective Seller Purchase Price Percentage) an amount equal to such positive amount, by wire transfer or delivery of immediately available funds, in each case, within three Business Days after the date on which the Final Statement exceeds $22,400,000Purchase Price is finally determined pursuant to this Section 2.04. (f) If the Actual Adjustment is a negative amount, then within three Business Days after the outstanding principal amount of date on which the Note Purchase Price is finally determined pursuant to this Section 2.04, the Buyer and the Sellers’ Representative shall be increased by deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to the Buyer an amount equal to the excess absolute value of such Closing Date Net Working Capital over $22,400,000negative amount from the PPA Escrow Account. If the Closing Date Net Working Capital as stated on absolute value of the Final Statement is less than $21,800,000Actual Adjustment exceeds the PPA Escrow Amount, then an each of the Sellers shall deliver its respective Seller Purchase Price Percentage of such excess amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, Buyer within three Business Days after the outstanding principal amount of date on which the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, Purchase Price is finally determined pursuant to this Section 3.4 will be treated by 2.04. (g) If any funds are remaining in the Parties as an adjustment PPA Escrow Account following the Actual Adjustment Payment Date, the Buyer and the Sellers’ Representative shall promptly and expeditiously deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver such funds to each applicable Seller according to each respective Seller Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase PricePrice Percentage.

Purchase Price Adjustment. (a) Within sixty (60) days after the Closing Date, the Buyer shall deliver to the Seller a preliminary statement (the “Preliminary Statement”) of the Net Working Capital, determined as of the effective time of the Closing and in accordance with GAAP (the “Closing Date Net Working Capital”). The Seller and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capital. (b) The Seller shall have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (Sellers are unable to mutually agree on the “Resolution Period”Estimated Purchase Price pursuant to Section 2.1(c), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafterfollowing the Closing Date the Buyer shall provide the Sellers Representative written notice of the components of the Purchase Price to which the Buyer objects and its proposed calculation of such components (the “Objection Notice”); provided, however, that (a) the Buyer shall only be entitled to object to any component of the Purchase Price to the extent it objected to such component pursuant to Section 2.1(c). For purposes of clarity, the Parties acknowledge and agree that the Buyer shall not be permitted to object to (i) the Purchase Price unless the Buyer objected to the Purchase Price prior to the Closing pursuant to Section 2.1(c) and (ii) any component of the Purchase Price (A) that the Buyer did not object to prior to the Closing pursuant to Section 2.1(c) or (B) to which the Buyer and the Seller shall submit for resolution such matters remaining in dispute Sellers reached an agreement pursuant to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”Section 2.1(c). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller Sellers shall direct be deemed to have agreed upon all items and amounts that are not disputed by the Neutral Auditor Buyer in the Objection Notice. The Parties shall use reasonable efforts to render a reasoned written resolution resolve in good faith during the thirty (30) days following delivery of all such the Objection Notice any dispute properly asserted in the Objection Notice. If the Parties are unable to resolve any disputed matters, in accordance with the foregoing, items within thirty (30) days after its engagement or such other period agreed upon by following delivery of the Objection Notice, the disagreement may be submitted for resolution to a firm of independent accountants of national standing to which the Buyer and the SellerSellers agree (the “Independent Accountants”), which firm shall make a final and binding determination as to only those components of the Purchase Price in dispute with respect to this Section 2.5 on a timely basis and promptly shall notify the Parties in writing of its resolution. The resolution Independent Accountants shall not have the power to modify or amend any term or provision of this Agreement or modify previously agreed to items among the Parties. The costs and expenses of the Neutral Auditor Independent Accountants shall be allocated between the Parties based upon the percentage which the portion of the contested amount not awarded to each Party bears to the amount actually contested by such Party, as determined by the Independent Accountants. If the Buyer does not provide an Objection Notice within the time period and in the manner set forth in a written statement delivered to each of this Section 2.5, the Buyer and Estimated Purchase Price Purchase Price set forth in the Seller and Estimated Purchase Price Statement shall be final, binding, conclusive final and non-appealable binding on the Parties for all purposes hereunder. The Preliminary Statement, once modified and/or agreed If the Purchase Price paid by the Buyer pursuant to in accordance with Section 3.4(b) or this Section 3.4(c2.3(a)(i), shall become exceeds the “Final Statement.” (d) All fees and expenses Purchase Price that would have been paid had the amounts of the Neutral Auditor shall be borne equally components determined by the Seller and Independent Accountants been used to determine the Purchase Price, the Sellers shall (by wire transfer of immediately available funds in U.S. Dollars to such account or accounts specified by the Buyer to the Sellers concurrently with the delivery of the Objection Notice) pay the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Priceexcess.

Purchase Price Adjustment. (a) Not later than three Business Days before the Closing Date, the Seller shall provide the Buyers by notice with the Seller’s good-faith estimate of the Net Working Capital, based upon the accounting books and records of the Company (the “Estimated Net Working Capital”), and all underlying documentation supporting the Estimated Net Working Capital. If the Estimated Net Working Capital is greater than $0, then the Initial Purchase Price shall be increased by the amount of such excess. If the Estimated Net Working Capital is less than $0, then the Initial Purchase Price shall be decreased by the amount of such deficit. (b) Within sixty (60) 60 days after the Closing Date, the Buyer shall Buyers will prepare and deliver to the Seller a preliminary statement written calculation of the Net Working Capital. Buyers will provide copies and otherwise make available to Seller and its representatives the work papers and back-up materials used in calculating the Net Working Capital. (c) If the “Preliminary Statement”) Seller has any good faith objections to the Buyers’ calculation of the Net Working Capital, determined as then it must deliver a detailed written statement describing its objections to the Buyers within 20 Business Days after the Buyers deliver their calculation of the effective time of the Closing and in accordance with GAAP (the “Closing Date Net Working Capital”). The Seller and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller Capital to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capital. (b) The Seller shall have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”)Seller. If the Seller objects does not object to the Buyers’ calculation of Net Working Capital (and any aspect of the Preliminary Statementadjustments resulting therefrom) within such 20 Business Day period, then the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to accepted the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions Buyers’ calculation thereof (as the case may be) and any amounts due shall be final, binding, conclusive and non-appealable for all purposes hereunder.paid pursuant to clause (cd) Ifbelow. If the Seller does object in a timely manner, at the conclusion Parties will make a diligent, good faith effort to resolve all such objections. Any payment due pursuant to clause (d) below shall be paid upon resolution of such objections whether between the Parties or by the national accounting firm as set forth below. If the Parties do not resolve all objections to Buyers’ calculation of the Resolution PeriodNet Working Capital within 10 Business Days after the Buyers receive the Seller’s statement of objections, then the Buyer Parties will select a mutually acceptable, nationally-recognized accounting firm (which may not be the regular outside accounting firms of any Party) to resolve any remaining objections. If the Buyers and the Seller have do not reached agree upon the choice of an agreement with respect to all disputed matters properly contained in the Objection Noticeaccounting firm, then within ten they will select a nationally-recognized accounting firm by lot (10) days thereafterafter excluding their respective regular outside accounting firms). The Buyers will collectively pay 50%, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLCwill pay 50%, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent of the costs and expenses of any accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Partyso used. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer Buyers and the Seller and not by independent review) only those matters properly included in will jointly instruct the Objection Notice and still in dispute at accounting firm to compute the end of the Resolution Period. The Buyer disputed items as soon as practicable, and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all determination made by such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall accounting firm will be set forth in a written statement delivered to each writing and will be conclusive and binding upon the Parties. The amount of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the Closing Date Net Working Capital as stated on agreed to by the Final Statement exceeds $22,400,000, then Buyers and the outstanding principal amount of Seller or as determined by the Note shall be increased by an amount equal to accounting firm constitutes the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess for purposes of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any clause (id) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Pricebelow.

Purchase Price Adjustment. (a) Within Not more than ten (10) nor less than two (2) Business Days prior to the Closing Date, Seller shall deliver to Purchaser a reasonably detailed estimate, prepared in good faith and in accordance with the accounting policies, principles, practices and methodologies used in the preparation of the Financial Statements, of the Retained Liabilities as of the Closing Date (the “Retained Liabilities Statement”). (b) Upon delivery of the Retained Liabilities Statement, to the extent in the possession or control of Seller, Seller will provide to Purchaser and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the books and records of Seller, to the extent reasonably related to its evaluation of the Retained Liabilities Statement, and shall cause the employees of Seller to cooperate with Purchaser and its Representatives in connection with Purchaser’s review of the Retained Liabilities Statement and other documents and information relating to Seller’s calculation of the Retained Liabilities as Purchaser may request. If Purchaser shall disagree with the calculation of the Retained Liabilities or any element of the Retained Liabilities Statement relevant thereto, it shall notify Seller of such disagreement in writing within sixty (60) days after the Closing Date, the Buyer shall deliver to the Seller a preliminary statement (the “Preliminary Statement”) its receipt of the Net Working Capital, determined as of the effective time of the Closing and in accordance with GAAP (the “Closing Date Net Working Capital”). The Seller and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Retained Liabilities Statement, Final Statement and Closing Date Net Working Capital. (b) The Seller which notice shall have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify set forth in reasonable detail any adjustment the particulars of such disagreement. In the event that Purchaser does not provide such a notice of disagreement within such sixty (60) day period, Purchaser shall be deemed to have accepted the Preliminary Retained Liabilities Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration calculation of the Review Period in accordance with this Section 3.4(b)Retained Liabilities delivered by Seller, which shall be final, binding and conclusive for all purposes hereunder. In the Buyer event a notice of disagreement is timely provided by Purchaser, Purchaser and the Seller shall, shall use their commercially reasonable efforts for a period of twenty (20) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Retained Liabilities. If, at the end of such period, they are unable to resolve such disagreements, then an Auditor shall resolve any remaining disagreements. If Purchaser and Seller cannot mutually agree on the choice of the Auditor, then Purchaser shall deliver to Seller a list of three independent accounting firms of national standing in the United States and Seller shall select one of such three accounting firms to act as the Auditor. The Auditor shall determine the Retained Liabilities as of the Closing Date as promptly as practicable, but in any event within fifteen (15) days thereafter (after the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any date on which such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except dispute is referred to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b)Auditor, or in the event the based solely on written submissions forwarded by Purchaser and Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then Auditor within ten (10) days thereafterfollowing the Auditor’s selection, and such Retained Liabilities amount, which shall be equal to or between Seller’s and Purchaser’s calculations with respect to the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLCRetained Liabilities, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed mattersaggregate, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, binding and conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally paid one-half by the Seller Purchaser and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred one-half by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expenseSeller. (ec) If Within five (5) Business Days following the Closing Date Net Working Capital as stated on final determination of the Retained Liabilities in accordance with this Section 2.07, (i) in the event that the Final Statement Retained Liabilities Amount exceeds $22,400,000the Preliminary Retained Liabilities Amount, then Seller shall pay to Purchaser the outstanding principal amount of such excess in cash or immediately available funds, and (ii) in the Note event that the Preliminary Retained Liabilities Amount exceeds the Final Retained Liabilities Amount, Purchaser shall be increased by pay to Seller the amount of such excess in cash or immediately available funds. The “Final Retained Liabilities Amount” means an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital Retained Liabilities as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to finally determined in accordance with this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Price2.07.

Purchase Price Adjustment. (a) Within Not more than ten (10) nor less than one (1) Business Day prior to the Closing Date, Seller shall deliver to Purchaser a reasonably detailed estimate, prepared in good faith and in accordance with the accounting policies, principles, practices and methodologies used in the preparation of the Financial Statements, of the Retained Liabilities as of the Closing Date (the “Retained Liabilities Statement”). (b) Upon delivery of the Retained Liabilities Statement, to the extent in the possession or control of Seller, Seller will provide to Purchaser and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the books and records of Seller, to the extent reasonably related to its evaluation of the Retained Liabilities Statement, and shall cause the employees of Seller to cooperate with Purchaser and its Representatives in connection with Purchaser’s review of the Retained Liabilities Statement and other documents and information relating to Seller’s calculation of the Retained Liabilities as Purchaser may request. If Purchaser shall disagree with the calculation of the Retained Liabilities or any element of the Retained Liabilities Statement relevant thereto, it shall notify Seller of such disagreement in writing within sixty (60) days after the Closing Date, the Buyer shall deliver to the Seller a preliminary statement (the “Preliminary Statement”) its receipt of the Net Working Capital, determined as of the effective time of the Closing and in accordance with GAAP (the “Closing Date Net Working Capital”). The Seller and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Retained Liabilities Statement, Final Statement and Closing Date Net Working Capital. (b) The Seller which notice shall have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify set forth in reasonable detail any adjustment the particulars of such disagreement. In the event that Purchaser does not provide such a notice of disagreement within such sixty (60) day period, Purchaser shall be deemed to have accepted the Preliminary Retained Liabilities Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration calculation of the Review Period in accordance with this Section 3.4(b)Retained Liabilities delivered by Seller, which shall be final, binding and conclusive for all purposes hereunder. In the Buyer event a notice of disagreement is timely provided by Purchaser, Purchaser and the Seller shall, shall use their commercially reasonable efforts for a period of twenty (20) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Retained Liabilities. If, at the end of such period, they are unable to resolve such disagreements, then an Auditor shall resolve any remaining disagreements. If Purchaser and Seller cannot mutually agree on the choice of the Auditor, then Purchaser shall deliver to Seller a list of three independent accounting firms of national standing in the United States and Seller shall select one of such three accounting firms to act as the Auditor. The Auditor shall determine the Retained Liabilities as of the Closing Date as promptly as practicable, but in any event within fifteen (15) days thereafter (after the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any date on which such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except dispute is referred to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b)Auditor, or in the event the based solely on written submissions forwarded by Purchaser and Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then Auditor within ten (10) days thereafterfollowing the Auditor’s selection, and such Retained Liabilities amount, which shall be equal to or between Seller’s and Purchaser’s calculations with respect to the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLCRetained Liabilities, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed mattersaggregate, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, binding and conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally paid one-half by the Seller Purchaser and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred one-half by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expenseSeller. (ec) If Within five (5) Business Days following the Closing Date Net Working Capital as stated on final determination of the Retained Liabilities in accordance with this Section 2.07, (i) in the event that the Final Statement Retained Liabilities Amount exceeds $22,400,000the Preliminary Retained Liabilities Amount, then Seller shall pay to Purchaser the outstanding principal amount of such excess in cash or immediately available funds, and (ii) in the Note event that the Preliminary Retained Liabilities Amount exceeds the Final Retained Liabilities Amount, Purchaser shall be increased by pay to Seller the amount of such excess in cash or immediately available funds. The “Final Retained Liabilities Amount” means an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital Retained Liabilities as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to finally determined in accordance with this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Price2.07.

Purchase Price Adjustment. The parties acknowledge that the Purchase Price was determined using a multiple of the expected Annual Operating Profit (aas hereinafter defined) Within sixty (60) days of the Business after the Closing DateClosing, and such expected Annual Operating Profit was based upon the Seller's best good faith estimate thereof. Accordingly, if the average Annual Operating Profit during the period commencing on December 1, 1998 and ending November 30, 2000 (the "APPLICABLE PERIOD") shall be less than $300,000, then the Buyer shall deliver be entitled to receive an amount from the Seller a preliminary statement equal to five times (5x) the amount of such deficiency (the “Preliminary Statement”) "CLAW-BACK PAYMENT"); provided that the Claw-back Payment shall not exceed the amount of the Net Working CapitalClaw-back Amount. For purposes hereof, the term "ANNUAL OPERATING PROFIT" shall be determined as set forth on Exhibit 3 attached hereto. The parties further acknowledge that they have used their best efforts to determine that the Purchase Price is consistent with the fair market value of the Business and its assets as of the effective time Closing, based in part on the projected future revenues of the Closing and in accordance with GAAP (the “Closing Date Net Working Capital”)Business. The foregoing provisions of this paragraph 3 are intended solely to adjust the Purchase Price, if necessary, to reflect fair market value and not to induce Seller and its Affiliates shall provide or the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice Shareholder to such personnel and booksrefer or influence the referral of any prospective client, records and other materials of the Seller to the extent they are reasonably necessary for the preparation ofcustomer or patient (collectively, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capital. (b) The Seller shall have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection (the “Objection Notice”"PROSPECTIVE PATIENTS") to the Buyer on Business or prior to recommend the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as Business to any such matter shall be finalProspective Patients. Accordingly, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b(i) prior to the expiration of the Review PeriodClosing, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor Shareholders shall act as an arbitrator to resolve not engage in any marketing activities (based solely on the written submissions including any direct solicitation of the Buyer and the Seller and not by independent reviewProspective Patients) only those matters properly included except in the Objection Notice ordinary and still in dispute at usual course of conducting the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed mattersBusiness, in accordance consistent with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyerlawful past practices, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset againstafter the Closing, Seller and Shareholders shall not take any action, directly or deemed prepayment ofindirectly, the outstanding principal amount to induce any Prospective Patients to become patients of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase PriceBusiness.

Purchase Price Adjustment. (a) Within sixty (60) days after the Closing DateThe Parties agree that, at Closing, the Buyer shall deliver to sum of the Seller a preliminary statement total consolidated current assets of the Company minus the sum the total consolidated current liabilities of the Company (the “Preliminary StatementWorking Capital”) shall be equal to or greater than the average month-end working capital of the Net Working CapitalCompany for months ended June 30, determined as of the effective time of the Closing and in accordance with GAAP 2021 to June 30, 2022 (the “Closing Date Net Target Working Capital”). The Seller determination of Working Capital shall be calculated using the same methodologies, principles and its Affiliates procedures as set forth on Schedule 1.4(a), which shall provide be prepared and attached hereto no later than ten (10) days prior the Due Diligence Expiration Date. The Buyer and its representatives with full access the Shareholder shall mutually agree upon the final Target Working Capital amount at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller least ten (10) days prior to the extent they are reasonably necessary for “Due Diligence Expiration Date” (as hereinafter defined), and the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capitalsame shall be a condition of Closing. (b) The Seller shall have thirty On or before ninety (3090) days to review after the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect Closing Buyer shall deliver a calculation of the Preliminary StatementWorking Capital at the Closing together with all work papers and other information reasonably required by the Shareholder to evaluate such calculations, then and shall provide the Seller must deliver a written notice of objection (Shareholder with reasonable access to Buyer’s financial personnel who were responsible for the “Objection Notice”) to the Buyer on or prior to the expiration preparation of the Review Periodsame in order for the Shareholder to discuss and evaluate such calculations, work papers and information. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (Shareholder shall mutually agree upon the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunderfinal Working Capital amount. (c) If, at If the conclusion of Parties fail to mutually agree upon the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, final Working Capital amount within thirty (30) days after its engagement or such other period agreed upon by the Buyer and delivery of the Sellercalculation of the Working Capital that existed as of the Closing, the Parties shall submit the issues remaining in dispute to their respective accountants to resolve. In the event that the accountants cannot resolve, each accountant will submit a list of five (5) independent accountants to resolve this matter. The first names that match on the lists shall be appointed to resolve the issues remaining in dispute (the “Independent Accountants”) for resolution of the Neutral Auditor dispute, which Independent Accountants shall have not represented or been engaged by either of the Parties prior to the submission of the dispute, and the Parties hereby agree that neither shall be permitted to engage such Independent Accountants for a period of five (5) years after the date of the submission of the dispute. If issues are submitted to the Independent Accountants for resolution, (i) the Independent Accountants shall use the same methodologies, principles and procedures as set forth on Schedule 1.4(a); (ii) each Party shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (iii) the determination by the Independent Accountants, as set forth in a written statement notice to be delivered by the Independent Accountants to each the Shareholder and Buyer within thirty (30) days after the submission to the Independent Accountants of the Buyer and the Seller and issues remaining in dispute, shall be final, binding, binding and conclusive on the Parties; and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b(iv) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor Independent Accountants will be paid by Shareholder, on the one hand, and Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Shareholder or Buyer, respectively, bears to the aggregate amount actually contested by the Shareholder and Buyer. (d) In the event that the Working Capital, at Closing, is greater than the Target Working Capital (such excess, the “Excess Working Capital Amount”), the Purchase Price shall increase by an amount equal to one hundred percent (100%) of such Excess Working Capital Amount. In the event that the Working Capital, at Closing, is less than the Target Working Capital (such shortfall, the “Shortfall Working Capital Amount”), the Purchase Price shall decrease by an amount equal to one hundred percent (100%) of such Shortfall Working Capital Amount. The payment to be made by either the Buyer or the Shareholder to the other Party is the “Purchase Price Adjustment”. In order to secure the payment to the Buyer in the event of a Shortfall Working Capital Amount, the Shareholder hereby agrees that an amount shall be borne equally by held-back in escrow at Closing (the Seller and the Buyer“Shortfall Working Capital Account Holdback”), and each of them which amount shall promptly advance be mutually agreed upon ten (10) days prior to the Neutral Auditor, upon its request, such Party’s share of such fees and expensesDue Diligence Expiration Date. Except The closing agent shall act as provided in the preceding sentence, all other costs and expenses incurred by the Parties escrow agent in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expenseShortfall Working Capital Account Holdback. (e) If In the Closing Date Net event that there is an Excess Working Capital as stated on Amount, the Final Statement exceeds $22,400,000Buyer shall pay to the Shareholder such Excess Working Capital Amount within ten (10) days following final determination and the Shortfall Working Capital Account Holdback shall be released from escrow to the Shareholder. In the event that there is a Shortfall Working Capital Amount, then the outstanding principal amount all or a portion of the Note Shortfall Working Capital Account Holdback shall be increased by an amount equal released from escrow to Buyer within ten (10) days following final determination and any excess shall be released from escrow to the excess of such Closing Date Net Shareholder. In the event the Shortfall Working Capital over $22,400,000. If Account Holdback is insufficient to fully compensate the Closing Date Net Buyer for the Shortfall Working Capital as stated on Amount, the Final Statement is less than $21,800,000, then an amount equal Shareholder shall pay to the excess Buyer any additional amounts to cover such deficiency. (f) The provisions of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there 1.4 shall be no adjustment to the Purchase Pricesurvive Closing.

Purchase Price Adjustment. (a) Within sixty (60) days after following the Closing Date, the Buyer Buyers shall prepare and deliver to the Seller Sellers’ Representative a preliminary statement (the “Preliminary Closing Statement”) setting forth Buyers’ calculation of the Net Working CapitalCDM Purchase Price and the CDE Purchase Price and each of their respective components. The CDM Purchase Price and the CDE Purchase Price and each of their respective components shall each be calculated in accordance with the Agreed Accounting Principles and in a manner consistent with the applicable definitions contained in this Agreement. The Closing Statement shall specify in reasonable detail the nature and amount of any difference between the Estimated Closing Statement and the Closing Statement, determined as of and for each such difference, Buyers shall provide supporting documentation, including calculations, working papers and similar documents. During the effective time thirty (30) days immediately following Sellers’ Representative’s receipt of the Closing and in accordance with GAAP Statement, Buyers shall (the “Closing Date Net Working Capital”). The Seller i) provide Sellers’ Representative and its Affiliates shall provide the Buyer and its representatives Representatives with full reasonable access at all reasonable times during normal business hours and on upon reasonable advance prior written notice to such personnel the books and books, records and other materials of the Seller Business and to senior management personnel of Buyers, in each case to the extent they are reasonably necessary for requested by Sellers’ Representative or any of its Representatives in connection with their review of the preparation of, or relate to the matters covered by, the Preliminary Closing Statement, Final Statement and (ii) cooperate with Sellers’ Representative and its Representatives in connection with their review of the Closing Date Net Working Capital. Statement. (b) The Seller Closing Statement, the CDM Purchase Price, the CDE Purchase Price and each of their respective components set forth thereon shall have become final and binding upon the parties thirty (30) days to review the Preliminary Statement from the date of its following Sellers’ Representative’s receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a unless Sellers’ Representative gives written notice of objection its disagreement (the a “Objection NoticeNotice of Disagreement”) to Buyers prior to such date; provided that (i) the Buyer on or CDM Purchase Price and the CDE Purchase Price and each of their respective components set forth thereon shall become final and binding upon the parties upon Sellers’ Representative’s delivery, prior to the expiration of such thirty (30)-day period, of written notice to Buyers of its acceptance of the Review PeriodCDM Purchase Price and the CDE Purchase Price and each of their respective components set forth thereon, (ii) except to the extent addressed by a duly delivered Notice of Disagreement prior to the expiration of such thirty (30)- day period, the Closing Statement, the CDM Purchase Price, the CDE Purchase Price and each of their respective components set forth thereon, shall become final and binding upon the parties upon Sellers’ Representative’s delivery of a Notice of Disagreement, and (iii) a Notice of Disagreement may only include disagreements based on (A) the failure of the CDM Closing Cash-on-Hand, CDM Closing Indebtedness, Closing Net Working Capital, CDE Closing Cash-on-Hand or CDE Closing Indebtedness in each case as reflected on the Closing Statement, to be calculated in accordance with the Agreed Accounting Principles and in a manner consistent with the applicable definitions contained in this Agreement and/or (B) mathematical errors in the computation of the CDM Closing Cash-on-Hand, CDM Closing Indebtedness, Closing Net Working Capital, CDE Closing Cash-on-Hand, CDE Closing Indebtedness, the CDM Purchase Price or the CDE Purchase Price. The Objection Any Notice of Disagreement shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller nature and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of any disagreement so asserted for each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration disputed item within each component of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Price.Closing

Purchase Price Adjustment. (a) At least twelve (12) Business Days prior to the Closing Date, the Sellers shall deliver to the Buyer a reasonably detailed statement (the “Pre-Closing Statement”) setting forth (i) the Estimated Closing Cash, (ii) the Estimated Closing Indebtedness, and (iii) the Estimated Working Capital, as well as the resulting Working Capital Excess (if any) or Working Capital Shortfall (if any), as the case may be, and (iv) the Estimated Transaction Expenses together with copies of all work papers and other information and documentation reasonably required to support the calculations set forth therein, and any other information as may be reasonably requested by the Buyer or its Representatives to allow the Buyer to review such calculations. (b) Within sixty ninety (6090) days after the Closing Date, the Buyer shall deliver to the Seller Sellers a preliminary reasonably detailed statement (the “Preliminary Closing Statement”) setting forth the Buyer’s good faith calculation of (i) the Net Closing Cash, (ii) the Closing Indebtedness, (iii) the Closing Working Capital, determined as of the effective time of and (iv) the Closing and in accordance Transaction Expenses together with GAAP (the “Closing Date Net Working Capital”). The Seller and its Affiliates shall provide the Buyer and its representatives with full access at copies of all reasonable times and on reasonable advance notice to such personnel and books, records work papers and other materials of information and documentation reasonably required to support the Seller calculations set forth therein, and any other information as may be reasonably requested by the Sellers or their respective Representatives to allow the extent they are reasonably necessary for the preparation of, or relate Sellers to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capitalreview such calculations. (bc) The Seller Closing Statement shall have thirty become final and binding upon the parties hereto at 5:00 p.m. Mountain Time on the thirtieth (3030th) days to review the Preliminary Statement from day following the date of its receipt thereof (on which the “Review Period”). If Closing Statement was delivered to the Seller objects to any aspect of Sellers unless the Preliminary Statement, then the Seller must Sellers deliver a written notice of objection its disagreement with the Closing Statement (the a “Objection NoticeNotice of Disagreement”) to the Buyer on or prior to the expiration such date. Any Notice of the Review Period. The Objection Notice Disagreement shall specify in reasonable detail the nature of any adjustment to the Preliminary Statement proposed disagreement so asserted. If a Notice of Disagreement is received by the Seller and Buyer in a timely manner pursuant to this Section 2.3(c), then the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period Closing Statement (as revised in accordance with this Section 3.4(b)sentence) shall become final and binding upon the Sellers and the Buyer on the earlier of (A) the date the Sellers and the Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (B) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the fourteen (14) day period following the delivery of a Notice of Disagreement, the Buyer Sellers and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt Buyer shall seek in good faith to resolve the matters properly contained therein, and in writing any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to differences that they may have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed the matters properly contained specified in the Objection Notice, then within ten Notice of Disagreement. If at the end of such fourteen (1014) days thereafterday period the Sellers and the Buyer have not resolved in writing the matters specified in the Notice of Disagreement, the Buyer Sellers and the Seller Buyer shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally an independent internationally recognized independent accounting firm (the “Neutral AuditorAccounting Firm”)) only matters that remain in dispute. Each of The Accounting Firm shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Seller Sellers and the Buyer agrees to executein writing or, if requested failing such agreement such firm selected jointly by a public accounting firm of recognized national standing designated by the Neutral Auditor, an engagement letter reasonably satisfactory to such PartySellers and by a public accounting firm of recognized national standing designated by the Buyer. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of Sellers and the Buyer and shall use reasonable efforts to cause the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor Accounting Firm to render a reasoned written resolution of all such disputed matters, in accordance with decision resolving the foregoing, matters submitted to the Accounting Firm within thirty (30) days after its engagement or 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 terms of this Agreement, and no other period agreed upon matters. The Accounting Firm’s decision shall be (x) based solely on written submissions by the Sellers and the Buyer and the Seller. The resolution of the Neutral Auditor their respective Representatives (and it shall be set forth in a written statement delivered to each of the Buyer not permit or authorize discovery or hear testimony) and the Seller and shall be finalnot by independent review, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to (y) made strictly in accordance with Section 3.4(bthe Balance Sheet Rules and the terms of this Agreement and (z) final and binding on all of the parties hereto absent manifest error. The Accounting Firm may not assign a value greater than the greatest value for such item claimed by either party or this Section 3.4(c), shall become smaller than the “Final Statement.” (d) All smallest value for such item claimed by either party. The fees and expenses of the Neutral Auditor Accounting Firm incurred pursuant to this Section 2.3 shall be borne equally by pro rata as between the Seller Sellers, on the one hand, and the Buyer, and each of them shall promptly advance on the other hand, in proportion to the Neutral Auditor, upon its requestfinal allocation made by such Accounting Firm of the disputed items weighted in relation to the claims made by the Sellers and the Buyer, such Party’s share that the prevailing party pays the lesser proportion of such fees fees, costs and expenses. (d) Upon the final determination of the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses and the Final Working Capital, the Estimated Purchase Price shall be increased (any such increase, the “Seller Adjustment Amount”) by the sum of (i) the amount, if any, that the Final Closing Cash exceeds the Estimated Closing Cash, (ii) the amount, if any, that the Estimated Closing Indebtedness exceeds the Final Closing Indebtedness, (iii) the amount, if any, that the Estimated Transaction Expenses exceeds the Final Transaction Expenses, and (iv) the amount, if any, that the Final Working Capital exceeds the Estimated Working Capital. Except as provided The Estimated Purchase Price shall be decreased (any such decrease, the “Buyer Adjustment Amount”) by the sum of (i) the amount, if any, that the Estimated Closing Cash exceeds the Final Closing Cash, (ii) the amount, if any, that the Final Closing Indebtedness exceeds the Estimated Closing Indebtedness, (iii) the amount, if any, that the Final Transaction Expenses exceeds the Estimated Transaction Expenses, and (iv) the amount, if any, that the Estimated Working Capital exceeds the Final Working Capital. (i) If the Seller Adjustment Amount exceeds the Buyer Adjustment Amount (the amount of any such excess being the “Seller Adjustment”), within five (5) Business Days after the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, and the Final Working Capital are determined, the Buyer and the Sellers will jointly instruct the Escrow Agent to disburse the entirety of the funds from the Escrow Account to the Sellers and the Buyer shall pay the Seller Adjustment by wire transfer of immediately available funds to the Sellers. (ii) If the Buyer Adjustment Amount exceeds the Seller Adjustment Amount (the amount of any such excess being the “Buyer Adjustment”), within five (5) Business Days after the Final Closing Cash, the Final Closing Indebtedness, the Final Transaction Expenses, and the Final Working Capital are determined, the Buyer and the Sellers will jointly instruct the Escrow Agent to disburse the Buyer Adjustment from the Escrow Account to the Buyer, with the balance (if any) of the Escrow Account to be returned to the Sellers. In the event the Buyer Adjustment exceeds the Escrow Amount, the Sellers shall by wire transfer of immediately available funds to the Buyer in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving amount of any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expenseexcess. (e) If No actions taken by the Buyer on its own behalf or on behalf of the Target Entities or the Company Subsidiaries following the Closing Date Net Working Capital as stated on shall be given effect for purposes of determining the Final Statement exceeds $22,400,000Closing Cash, then the outstanding principal amount Final Closing Indebtedness, the Final Transaction Expenses, or the Final Working Capital. (f) The Sellers will provide, or procure the provision of, all information reasonably requested by the Buyer in relation to the Closing Statement, including, access to information held by the Sellers and access to the applicable employees and advisors of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase PriceSeller Group.

Purchase Price Adjustment. (a) Within sixty (60) days after 2.4.1 Buyer will prepare and deliver to Seller on the basis of, and as determined in accordance with, the same principles used to prepare the Estimated Statement, as promptly as reasonably practicable following the Closing Date, and in any event no later than 60 days following the Buyer shall deliver to the Seller a preliminary statement Closing Date: (the “Preliminary Statement”i) its calculation of Cash as of the Net Reference Time; (ii) its calculation of Working Capital, determined as of the effective time Reference Time (without giving effect to the Closing), (iii) its calculation of the Closing aggregate amount of Indebtedness of the Group Companies, as of the Reference Time, (iv) its calculation of the aggregate amount of Quasi-Indebtedness of the Group Companies, as of the Reference Time, (v) its calculation of Transaction Expenses as of the Reference Time and in accordance with GAAP (vi) based thereon, its calculation of the Purchase Price (the “Closing Date Net Working CapitalStatement”). The Seller , together with supporting documentation and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller to the extent they are papers reasonably necessary for Seller to understand and evaluate the preparation ofClosing Statement. 2.4.2 If Seller disagrees with Buyer’s calculation of the Purchase Price delivered pursuant to Section 2.4.1, or relate to Seller may, within 30 days after receipt of the matters covered by, the Preliminary Closing Statement, Final Statement and Closing Date Net Working Capital. (b) The Seller shall have thirty (30) days send a notice to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection Buyer (the “Objection Notice”) to the Buyer on or prior to the expiration disagreeing with such calculation and which specifies Seller’s calculation of the Review Period. The Objection Notice shall specify Purchase Price and in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each Seller’s grounds for such proposed adjustment and an explanation of how such proposed adjustment was calculateddisagreement. If the Seller delivers an Any Objection Notice of disagreement shall specify those items or amounts as to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the which Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained thereindisagrees, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Statement and calculation of the Purchase Price delivered pursuant to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunderSection 2.4.1. (c) If2.4.3 If an Objection Notice is sent pursuant to Section 2.4.2, at the conclusion of the Resolution Period, the Buyer and Seller shall, during the Seller have not reached an agreement with respect to all disputed matters properly contained in 15 days following delivery of the Objection Notice, then within ten (10) days thereafteruse their reasonable best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of the Purchase Price. If Buyer and Seller are unable to reach such agreement during such period, they shall promptly thereafter cause the Seller shall submit for resolution members of the national office of KPMG or such matters remaining other Person mutually agreed in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm writing by the Parties (the “Neutral AuditorAccounting Firm”), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating the Purchase Price. Each In making such calculation, the Accounting Firm shall consider only those items or amounts in the Closing Statement or Buyer’s calculation of the Purchase Price as to which Seller has disagreed. The Accounting Firm shall deliver to Buyer and Seller, as promptly as practicable but in any event within 30 days following the date on which the dispute is referred to the Accounting Firm, a report setting forth such calculation and reasonably detailed explanation of each required adjustment, including the basis thereof; provided that the Accounting Firm’s decision for each disputed item shall be in the range of values assigned to each such item in the Closing Statement and Objection Notice. 2.4.4 The Accounting Firm’s determination shall be final and binding upon Seller and the Buyer agrees absent manifest error, shall be deemed a final arbitration award that is binding on Buyer and Seller, and neither Buyer nor Seller shall seek further recourse to executecourts or other tribunals, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory other than to enforce such Partyreport. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor Accounting Firm shall be borne by the Party incurring such cost and expense. (e) If the Closing Date Net Working Capital Buyer or Seller in inverse proportion as stated each may prevail on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated matters resolved by the Parties as an adjustment to Accounting Firm, which allocation will also be determined by the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 Accounting Firm and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Priceincluded in its written report.

Purchase Price Adjustment. The parties acknowledge that the Purchase Price was determined using a multiple of the expected Annual Operating Profit (aas hereinafter defined) Within sixty (60) days of the Business after the Closing DateClosing, and such expected Annual Operating Profit was based upon the Seller's best good faith estimate thereof. Accordingly, if the average Annual Operating Profit during the period commencing on September 1, 1998 and ending August 31, 2000 (the "APPLICABLE PERIOD") shall be less than $700,000, then the Buyer shall deliver be entitled to receive an amount from the Seller a preliminary statement equal to five times (5x) the amount of such deficiency (the “Preliminary Statement”) "CLAW-BACK PAYMENT"); provided that the Claw-back Payment shall not exceed the Claw- back Amount. For purposes hereof, the term "ANNUAL OPERATING PROFIT" shall be determined as set forth on Exhibit 3 attached hereto. The parties further acknowledge that they have used their best efforts to determine that the Purchase Price is consistent with the fair market value of the Net Working Capital, determined Business and its assets as of the effective time Closing, based in part on the projected future revenues of the Closing and in accordance with GAAP (the “Closing Date Net Working Capital”)Business. The foregoing provisions of this paragraph 3 are intended solely to adjust the Purchase Price, if necessary, to reflect fair market value and not to induce Seller and its Affiliates shall provide or the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice Shareholders to such personnel and booksrefer or influence the referral of any prospective client, records and other materials of the Seller to the extent they are reasonably necessary for the preparation ofcustomer or patient (collectively, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capital. (b) The Seller shall have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection (the “Objection Notice”"PROSPECTIVE PATIENTS") to the Buyer on Business or prior to recommend the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as Business to any such matter shall be finalProspective Patients. Accordingly, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b(i) prior to the expiration of the Review PeriodClosing, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor Shareholders shall act as an arbitrator to resolve not engage in any marketing activities (based solely on the written submissions including any direct solicitation of the Buyer and the Seller and not by independent reviewProspective Patients) only those matters properly included except in the Objection Notice ordinary and still in dispute at usual course of conducting the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed mattersBusiness, in accordance consistent with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyerlawful past practices, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset againstafter the Closing, Seller and Shareholders shall not take any action, directly or deemed prepayment ofindirectly, the outstanding principal amount to induce any Prospective Patients to become patients of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase PriceBusiness.

Purchase Price Adjustment. (a) For purposes of determining the aggregate cash amount to be paid by the Purchaser to the Sellers at the Closing pursuant to Section 2.5, not more than five Business Days, but in no event less than three Business Days, before the Closing, the Sellers shall prepare and deliver to the Purchaser a statement setting forth in reasonable detail the Sellers’ estimate of Working Capital of the Business (the “Estimated Working Capital”), as of the close of business on the day immediately preceding the Closing Date. (b) The consideration payable at the Closing (the “Closing Cash Consideration”) shall be an amount equal to (i) Base Cash Consideration, (ii) (A) plus, if Estimated Working Capital exceeds the Target Working Capital, an amount equal to the lesser of (1) the amount by which Estimated Working Capital exceeds the Target Working Capital and (2) $5,000,000, or (B) minus, if the Target Working Capital exceeds the Estimated Working Capital, an amount equal to the amount by which Target Working Capital exceeds the Estimated Working Capital. (c) Within sixty (60) 90 days after the Closing Date, the Buyer shall Sellers will prepare, or cause to be prepared, and deliver to the Seller Purchaser a preliminary statement (the “Preliminary StatementStatement of Working Capital”) setting forth the Sellers’ calculation of the Net Working Capital, determined in each case as of the effective time close of business on the day immediately preceding the Closing and in accordance with GAAP Date (the “Closing Date Net Working Capital”). The Seller and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capital. (bd) The Seller Upon receipt from the Sellers, the Purchaser shall have thirty (30) 60 days to review the Preliminary Statement from the date of its receipt thereof Working Capital (the “Review Period”). If the Seller objects to any aspect Purchaser disagrees with the Sellers’ computation of Closing Working Capital, the Preliminary StatementPurchaser may, then the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration last day of the Review Period, deliver a notice to the Seller Sellers (the “Notice of Objection”), which sets forth its objections to the Sellers’ calculation of Closing Working Capital; provided, however, that the Notice of Objection shall include only objections based on (i) non-compliance with the accounting principles used in preparation of the illustrative calculation of Working Capital set forth on Section 1.1(d) of the Sellers Disclosure Schedule, or (ii) mathematical or factual errors in the computation of Closing Working Capital. Any Notice of Objection shall specify those items or amounts with which the Purchaser disagrees, together with a detailed explanation of the reasons for disagreement with each such item or amount, and shall set forth the Purchaser’s calculation of Closing Working Capital based on such objections. To the extent not set forth in the Notice of Objection, the Purchaser shall be deemed to have agreed to with the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive Sellers’ calculation of all other items and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly amounts contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each Statement of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expenseWorking Capital. (e) If Unless the Purchaser delivers the Notice of Objection to the Sellers within the Review Period, the Purchaser shall be deemed to have accepted the Sellers’ calculation of Closing Date Net Working Capital as stated on and the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset againstfinal, conclusive and binding on the parties hereto. If the Purchaser delivers the Notice of Objection to the Sellers within the Review Period, the Sellers and the Purchaser shall, during the 30 days following such delivery or any mutually agreed extension of such time period, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Closing Working Capital. If, at the end of such period or any mutually agreed extension thereof, the Purchaser and the Sellers are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to PricewaterhouseCoopers LLP (the “Independent Expert”) or, if such firm is unwilling or unable so to act, each of the Purchaser and the Sellers shall select one such firm and those two firms shall select a third firm, which third firm shall be deemed the “Independent Expert”. The parties shall instruct the Independent Expert promptly to be a prepayment ofreview this Section 2.6 and to determine, solely with respect to the disputed items and amounts so submitted, whether and to what extent, if any, the outstanding principal amount Closing Working Capital set forth in the Statement of Working Capital requires adjustment. The Independent Expert shall base its determination solely on written submissions by the Purchaser and the Sellers and not on an independent review. The Purchaser and the Sellers shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. The parties shall request that the Independent Expert deliver to the Purchaser and the Sellers, as promptly as practicable but in no event later than 45 days after its retention, a written report that sets forth its resolution of the Note. Any (i) increase disputed items and amounts and its calculation of Closing Working Capital; provided, however, that with respect to each disputed item in relation to the computation of the outstanding principal amount Closing Working Capital, the Independent Expert shall adopt the position of either the Sellers or the Purchaser with respect to such item. The decision of the Note or (ii) offset againstIndependent Expert shall be final, or deemed prepayment of, conclusive and binding on the outstanding principal amount parties. The costs and expenses of the Note, as applicable, Independent Expert shall be allocated between the parties based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. (f) Within three Business Days after Closing Working Capital has been finally determined pursuant to this Section 3.4 will be treated by 2.6: (i) if the Parties Closing Working Capital is less than the Estimated Working Capital, the Sellers shall pay to the Purchaser, as an adjustment to the Purchase Price, in the manner and with interest as provided in this Section 2.6, an amount of cash equal to the difference between the Estimated Working Capital and Closing Working Capital; provided that any amount payable to Purchaser under this Section 2.6(f)(i) shall be reduced by the amount, if any, by which Estimated Working Capital exceeded the Target Working Capital in excess of $5,000,000 but shall not be reduced to an amount less than zero; or (ii) if the Closing Working Capital exceeds the Estimated Working Capital, the Purchaser shall pay to the Sellers, in the manner and with interest as provided in this Section 2.6, an amount of cash equal to the difference between the Estimated Working Capital and the Closing Working Capital. If Notwithstanding the foregoing, in no event shall the Purchaser pay to the Sellers under this Section 2.6(f)(ii) and Section 2.6(b)(ii), in the aggregate, an amount greater than $5,000,000. (g) Any payment required to be made pursuant to Section 2.6(f) shall be made by the party required to make such payment by wire transfer of immediately available funds to an account designated in writing by the party entitled to receive such payment at least one Business Day prior to such transfer. The amount of any such payment shall bear interest from and including the Closing Date Net Working Capital to but excluding the date of payment at a rate per annum equal to the “prime rate” as stated published in the Wall Street Journal, Eastern Edition, in effect from time to time during the period from the Closing Date to but excluding the date of payment. Such interest shall be calculated daily on the Final Statement is greater than or equal to $21,800,000 basis of a year of 365 days and less than or equal to $22,400,000the actual number of days elapsed, then there shall be no adjustment to the Purchase Pricewithout compounding.

Purchase Price Adjustment. (a) Within sixty As promptly as practicable after the Closing Date (60and, in any event, within one hundred and twenty (120) days after the Closing Date), the Buyer Purchaser shall prepare and deliver to the Seller a preliminary statement setting forth the Purchaser’s calculation of: (i) Working Capital and resulting amount of Working Capital Overage, if any, and Working Capital Underage, if any; (ii) the “Preliminary Statement”amount of Cash; (iii) the amount of Indebtedness; and (iv) the Net Working Capital, determined as of the effective time of the Closing and in accordance with GAAP Purchase Price resulting therefrom (the “Closing Date Net Working CapitalStatement”). The Seller Parties agree to provide each other and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on their respective Representatives, upon reasonable advance notice (and subject to such personnel the execution of any required customary access letters), reasonable access during normal business hours to the books and booksrecords (including work papers, records schedules memoranda and other materials of the Seller documents) and such Party’s personnel to the extent they are reasonably necessary for used or relied on in the preparation of, of the Closing Statement throughout the periods during which the Closing Statement is being prepared or relate to the matters covered by, the Preliminary Statement, Final Statement evaluated and Closing Date Net Working Capitalany disputes that may arise under this Section 2.04 are being resolved. (b) The If the Seller disagrees with the determination of the Closing Statement, the Seller shall have thirty notify the Purchaser in writing of such disagreement within forty-five (3045) days to review after delivery of the Preliminary Closing Statement, which written notice shall set forth any such disagreement in reasonable detail (which shall include the dollar amount, nature and basis of such disagreement and resulting calculation(s) of the Closing Statement from the date of its receipt thereof and components thereof, together with reasonable supporting documentation) (the “Review PeriodDisagreement Notice”); provided, however, that only one Disagreement Notice is permitted hereunder. If the Seller objects fails to any aspect of the Preliminary Statement, then the Seller must deliver a written notice Disagreement Notice by 11:59 P.M. New York City time on the last day of objection such forty-five (the “Objection Notice”45) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Periodday period, the Seller shall be deemed to have agreed to accepted the Preliminary Closing Statement in its entiretydelivered by the Purchaser, which Preliminary and such Closing Statement or undisputed portions thereof (as the case may be) shall be finalfinal and binding on the Parties. Matters included in the calculations in the Closing Statement to which the Seller does not disagree in the Disagreement Notice shall be deemed accepted by the Seller, bindingshall be deemed final and binding on the Parties, conclusive shall be deemed, as applicable, part of the Closing Statement and non-appealable for all purposes hereundershall not be subject to further dispute or review. (c) IfIf the Purchaser and the Seller are unable to resolve any disagreement as contemplated by Section 2.04(b) within forty-five (45) days after delivery by the Seller of a Disagreement Notice, at the conclusion Purchaser and the Seller shall jointly appoint Xxxxx & Young Global Limited, or if Ernst & Young Global Limited is unable or unwilling to accept such engagement, the Purchaser and the Seller shall jointly select another mutually acceptable nationally recognized firm of independent certified public accountants and experts in this matter, the retention of which will not give rise to present or potential future auditor independence problems for the Seller, the Purchaser or any of their respective Affiliates, as determined in the reasonable discretion of the Resolution PeriodSeller and the Purchaser, to resolve such disagreement (Ernst & Young Global Limited or the firm so selected, as applicable, the Buyer “Accounting Firm”). The Parties shall instruct the Accounting Firm to consider only those items and amounts set forth in the Closing Statement as to which the Seller has disagreed pursuant to a Disagreement Notice and for which the Purchaser and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten resolved such disagreement (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral AuditorDisputed Items”). Each The scope of the Seller disputes to be resolved by the Accounting Firm shall be limited to whether the Closing Statement was prepared in accordance with the terms hereof (including the Accounting Principles), and whether there were mathematical errors in the calculation of the Closing Statement, and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such PartyAccounting Firm shall not make any other determination. The Neutral Auditor Accounting Firm shall act as an arbitrator to resolve (make its determination based solely on the written submissions of provided by the Buyer Purchaser and the Seller and not by pursuant to any independent review) only those matters properly included . In resolving any such disagreement, the Accounting Firm may not assign a value to an item greater than the greatest value for such item claimed by the Purchaser in the Objection Closing Statement or by the Seller in the Disagreement Notice and still or less than the lowest value for such item claimed by the Purchaser in dispute at the end of Closing Statement or by the Resolution PeriodSeller in the Disagreement Notice. The Buyer Purchaser and the Seller shall direct use reasonable efforts to cause the Neutral Auditor Accounting Firm to render deliver to all Parties, as promptly as practicable, a reasoned written report setting forth the resolution of all any such disputed matters, disagreement determined in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution terms of this Agreement along with reasonable details of the Neutral Auditor basis for the Accounting Firm’s determination with respect to each Disputed Item. Such report shall be set forth in a written statement delivered to each of final and binding upon the Buyer and the Seller Parties and shall be finalconsidered an arbitral award, bindingenforceable under the Federal Arbitration Act, conclusive and non-appealable for all purposes hereunder9 U.S.C. § 1 et seq. The Preliminary Statementfees, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees costs and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties Accounting Firm arising in connection with resolving any dispute hereunder before the Neutral Auditor this Section 2.04(c) shall be borne by the Parties in such proportion to reflect the relative amount of each Party’s determination that has been modified pursuant to the Accounting Firm’s report. For example, if the Seller claims in the Disagreement Notice that it is entitled to an adjustment payment of $100,000, but the Accounting Firm determines that the Seller has a valid claim for only $30,000, then the Purchaser shall bear thirty percent (30%) of the fees, costs and expenses of the Accounting Firm and the Seller shall bear the other seventy percent (70%) of such fees, costs and expenses. Except for the fees, costs and expenses of the Accounting Firm as determined pursuant to the previous two sentences, each Party incurring such cost shall bear its own fees, costs and expenseexpenses in connection therewith. For the avoidance of doubt, at any time Purchaser and the Seller may, by mutual written agreement, resolve the Disputed Items and terminate the process with the Accounting Firm. (ed) If On or before the fifth (5th) Business Day following the final determination of the Closing Date Net Working Capital Statement as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount provided in Section 2.04(b) or Section 2.04(c) (or a combination thereof) (such date of the Note final determination of the Closing Statement, the “Final Determination Date”), the Estimated Purchase Price shall be increased by an amount equal to adjusted as set forth in this Section 2.04(d) and payment(s) shall be made as provided below: (i) In the excess of such Closing Date Net Working Capital over $22,400,000. If event that the Closing Date Net Working Capital as stated on the Final Statement Purchase Price is less than $21,800,000, then an the Estimated Purchase Price the Seller shall pay to Purchaser the amount equal to by which the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, Estimated Purchase Price exceeds the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or Purchase Price; or (ii) offset against, or deemed prepayment of, In the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to event that the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement Price is greater than or equal the Estimated Purchase Price, the Purchaser shall pay to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to Seller the amount by which the Purchase Price exceeds the Estimated Purchase Price.

Purchase Price Adjustment. (a) 4.1. Within sixty (60) 60 days after of the Closing Date, Purchasers shall cause to be delivered to PHMD a statement setting forth the Buyer shall deliver to the Seller a preliminary statement (the “Preliminary Statement”) Purchasers' calculation of the Net Working Capital, determined Capital and the value of the Purchased Inventory as of the effective time of 11:59 p.m. on the Closing and in accordance with GAAP Date (the “Closing Date Net Working CapitalStatement”). 4.2. The Seller and its Affiliates Purchasers shall provide the Buyer permit PHMD and its representatives with full reasonable access at all reasonable times during normal business hours to the books and on reasonable advance notice to such personnel and books, records and other materials accountant's work of the Seller Purchasers pertaining to the extent they are reasonably necessary calculation of the Working Capital and value of the Purchased Inventory detailed in the Closing Date Statement for the preparation ofpurpose of resolving any disputes with respect thereto. 4.3. Within 30 days after delivery of the Closing Date Statement, PHMD shall notify the Purchasers in writing whether it accepts or relate objects to the matters covered by, Closing Date Statement. In the Preliminary event that PHMD objects to the Closing Date Statement, Final Statement it shall specify in such notice those items or amounts to which it disagrees, and it shall be deemed to have agreed with all other items and amounts contained in the Closing Date Net Working Capital. (b) The Seller shall have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection (the “Objection Notice”). In the event that PHMD fails to respond to the Purchasers in writing within the foregoing 30 day time period, it shall be deemed to have accepted the Closing Date Statement. 4.4. If PHMD does not issue an Objection Notice, the Closing Date Statement shall be final and binding on the Parties. 4.5. In the event that within 15 business days of receipt of an Objection Notice by the Purchasers, PHMD and the Purchasers do not resolve all of PHMD’s objections set forth in the Objection Notice, either the Purchasers or PHMD may appoint one of the “big four” accountancy firms (the “Expert”) to resolve such dispute (the Buyer on “Dispute”). The Expert’s decision shall be final and binding upon PHMD and the Purchasers. 4.6. In resolving any disputed item, the Expert (i) shall not assign a value to any item greater than the highest value claimed for such item or prior less than the lowest value for such item claimed by either the Purchasers or PHMD, (ii) shall restrict its decision to such items included in the expiration Objection Notice which are then in dispute, (iii) may review only the written presentations of the Review PeriodPurchasers and PHMD in resolving any matter which is in dispute, and (iv) shall render its decision in writing within 30 days after the disputed items have been submitted to it. 4.7. The Objection Notice costs and expenses of the Expert shall specify be paid (i) by PHMD, if the Dispute is resolved in reasonable detail any adjustment to favor of the Preliminary Statement proposed Purchasers, or (ii) by the Seller and Purchasers, if the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount Dispute is resolved in favor of each such proposed adjustment and an explanation of how such proposed adjustment was calculatedPHMD. If the Seller delivers an Objection Notice Dispute is resolved part in favor of PHMD and part in favor of Purchasers, such fees, costs and expenses shall be shared by the Purchasers and PHMD in proportion to the Buyer prior aggregate amount of the Dispute resolved in favor of PHMD compared to the expiration aggregate amount of the Review Period Dispute resolved in favor of Purchasers. 4.8. If the Working Capital as of 11:59 p.m. on the Closing Date as finally determined in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution PeriodFinal Working Capital”)) is less than the Target Working Capital, attempt then PHMD shall, within 5 days after such final determination, pay Pharma Cosmetics an amount equal to the difference between the Target Working Capital and the Final Working Capital in good faith cash by wire transfer of immediately available funds to resolve an account specified by the matters properly contained thereinPurchasers. If the Final Working Capital is greater than the Target Working Capital then Pharma Cosmetics shall, within 5 days after such final determination, pay PHMD an amount equal to the difference between the Final Working Capital and any written resolution, signed the Target Working Capital in cash by each wire transfer of immediately available funds to an account specified by PHMD. 4.9. If the value of the Buyer and the Seller, Purchased Inventory as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer finally determined in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral AuditorFinal Inventory Amount”). Each of ) is less than the Seller and the Buyer agrees to executeInventory Amount, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoingthen PHMD shall, within thirty (30) 5 days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be finalfinal determination, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by pay Pharma Cosmetics an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If difference between the Closing Date Net Working Capital as stated on Inventory Amount and the Final Statement is less than $21,800,000, then Inventory Amount in cash by wire transfer of immediately available funds to an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital account specified by Pharma Cosmetics. 4.10. The Parties shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to treat any payments in accordance with this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If Any payments made in accordance with this Section shall not be deducted from the Closing Date Net Working Capital Escrow Amount or drawn from the Escrow Account (each as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Pricedefined below).

Purchase Price Adjustment. (a) Within sixty (60) days after the Closing DateThe Parties agree that, at Closing, the Buyer shall deliver to sum of the Seller a preliminary statement total consolidated current assets of the Company minus the sum the total consolidated current liabilities of the Company (the “Preliminary StatementWorking Capital”) shall be equal to or greater than the average month-end working capital of the Net Working CapitalCompany for months ended May 31, determined as of the effective time of the Closing and in accordance with GAAP 2020 to April 30, 2021 (the “Closing Date Net Target Working Capital”). The Seller determination of Working Capital shall be calculated using the same methodologies, principles and its Affiliates procedures as set forth on Schedule 1.4(a), which shall provide be prepared and attached hereto no later than ten (10) days prior the Due Diligence Expiration Date. The Buyer and its representatives with full access the Shareholder shall mutually agree upon the final Target Working Capital amount at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller least ten (10) days prior to the extent they are reasonably necessary for “Due Diligence Expiration Date” (as hereinafter defined), and the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capitalsame shall be a condition of Closing. (b) The Seller shall have thirty On or before ninety (3090) days to review after the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect Closing Buyer shall deliver a calculation of the Preliminary StatementWorking Capital at the Closing together with all work papers and other information reasonably required by the Shareholder to evaluate such calculations, then and shall provide the Seller must deliver a written notice of objection (Shareholder with reasonable access to Buyer’s financial personnel who were responsible for the “Objection Notice”) to the Buyer on or prior to the expiration preparation of the Review Periodsame in order for the Shareholder to discuss and evaluate such calculations, work papers and information. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (Shareholder shall mutually agree upon the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunderfinal Working Capital amount. (c) If, at If the conclusion of Parties fail to mutually agree upon the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, final Working Capital amount within thirty (30) days after its engagement or such other period agreed upon by the Buyer and delivery of the Sellercalculation of the Working Capital that existed as of the Closing, the Parties shall submit the issues remaining in dispute to their respective accountants to resolve. In the event that the accountants cannot resolve, each accountant will submit a list of five (5) independent accountants to resolve this matter. The first names that match on the lists shall be appointed to resolve the issues remaining in dispute (the “Independent Accountants”) for resolution of the Neutral Auditor dispute, which Independent Accountants shall have not represented or been engaged by either of the Parties prior to the submission of the dispute, and the Parties hereby agree that neither shall be permitted to engage such Independent Accountants for a period of five (5) years after the date of the submission of the dispute. If issues are submitted to the Independent Accountants for resolution, (i) the Independent Accountants shall use the same methodologies, principles and procedures as set forth on Schedule 1.4(a); (ii) each Party shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (iii) the determination by the Independent Accountants, as set forth in a written statement notice to be delivered by the Independent Accountants to each the Shareholder and Buyer within thirty (30) days after the submission to the Independent Accountants of the Buyer and the Seller and issues remaining in dispute, shall be final, binding, binding and conclusive on the Parties; and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b(iv) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall Independent Accountants will be borne equally paid by Shareholder, on the one hand, and Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to the Shareholder or Buyer, respectively, bears to the aggregate amount actually contested by the Seller Shareholder and Buyer. (d) In the Buyerevent that the Working Capital, and each at Closing, is greater than the Target Working Capital (such excess, the “Excess Working Capital Amount”), the Purchase Price shall increase by an amount equal to one hundred percent (100%) of them such Excess Working Capital Amount. In the event that the Working Capital, at Closing, is less than the Target Working Capital (such shortfall, the “Shortfall Working Capital Amount”), the Purchase Price shall promptly advance decrease by an amount equal to one hundred percent (100%) of such Shortfall Working Capital Amount. The payment to be made by either the Buyer or the Shareholder to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in other Party is the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense“Purchase Price Adjustment.” (e) If In the Closing Date Net event that there is an Excess Working Capital as stated on Amount, the Final Statement exceeds $22,400,000Buyer shall pay to the Shareholder such Excess Working Capital Amount within ten (10) days following final determination. In the event that there is a Shortfall Working Capital Amount, then the outstanding principal amount balance of the Note shall be increased reduced by an amount equal to the excess of such Closing Date Net Shortfall Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess Amount. (f) The provisions of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there 1.4 shall be no adjustment to the Purchase Pricesurvive Closing.

Purchase Price Adjustment. (a) Within sixty (60) days after the Closing DateClosing, the Buyer Seller shall prepare and deliver to Buyer a written statement, together with supporting work papers with respect to the Seller a preliminary statement calculation of the amounts set forth therein (the “Preliminary Adjustment Statement”) of ), which reflects the Net Working Capital, determined Capital as of the effective time of Effective Date. The items reflected on the Closing and Adjustment Statement shall be determined in accordance with GAAP (applied on the “Closing Date Net Working Capital”)same basis, and using the same principles, policies and methods as Seller has applied and used in connection with the preparation of the Proforma 12/31 Balance Sheet. The Buyer agrees to cooperate with Seller in connection with the preparation of the Adjustment Statement and related information, and shall provide to Seller and its Affiliates shall provide the Buyer representatives such books, records, information, and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel of NBLLC’s or its Affiliates’ employees and books, records and other materials of the properties during normal business hours as may be reasonably requested from time to time by Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capitalits representatives. (b) The Buyer may dispute the Adjustment Statement and the items reflected therein; provided, however, that Buyer shall notify Seller in writing of any disputed amounts, and provide a reasonably detailed description of the basis of such dispute, within sixty (60) days after Buyer’s receipt of the Adjustment Statement. In the event of such a dispute, Buyer and Seller shall have attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties. If Buyer and Seller are unable to reach a resolution of any such differences within thirty (30) days to review the Preliminary Statement from the date after Seller’s receipt of its receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a Buyer’s written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefordispute, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters the amounts remaining in dispute for determination and resolution to PricewaterhouseCoopers LLCthe Independent Accounting Firm, or if such firm is unavailable or unwilling which shall be instructed to so serve, determine and report to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoingParties, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The submission, a resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer such remaining disputed amounts, and the Seller and such resolution shall be final, binding, binding and conclusive and non-appealable for all purposes hereunderon the Parties hereto with respect to the remaining amounts disputed. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses disbursements of the Neutral Auditor Independent Accounting Firm shall be borne shared equally by Buyer and Seller. For the Seller avoidance of doubt, the Adjustment Statement and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and amounts reflected thereon shall be deemed to be modified to the extent of any changes thereto that become final, binding and conclusive on the Parties based on mutual agreement or a prepayment of, the outstanding principal amount determination of the Note. Any Independent Accounting Firm in accordance with this Section 1.03(b). (c) Within five (5) Business Days after the earliest to occur of (i) increase a mutual written agreement of Buyer and Seller with respect to the outstanding principal amount of the Note or Adjustment Statement, (ii) offset against, or deemed prepayment of, the outstanding principal amount termination of the Note60-day period described in Section 1.03(b) if Buyer does not provide a notice of dispute within such period as provided therein and (iii) the final determination of all such disputed amounts in accordance with Section 1.03(b), as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net (A) if Working Capital as stated of the Effective Date exceeds the Estimated Working Capital, Buyer shall pay Seller the amount of such excess, and (B) if Working Capital as of the Effective Date is less than the Estimated Working Capital, Seller shall pay to Buyer the amount of such deficiency. All payments made pursuant to the previous sentence shall be paid together with interest thereon for the period commencing on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000Effective Date through the date of payment, then there shall be no adjustment to calculated at the Purchase PricePrime Rate in effect on the Effective Date, in cash by wire transfer of immediately available funds.

Purchase Price Adjustment. (a) Within sixty (60) 60 days after the Closing Date, the Buyer shall prepare and deliver to the Seller Sellers an audited balance sheet of each Company prepared in accordance with this Agreement, and to the extent not inconsistent, GAAP, and a preliminary statement attached thereto (the “Preliminary Statement”), certified by an officer of Buyer, setting forth Working Capital (as defined in Section 2.4(d)) of the Net Working Capital, determined as of the effective time close of business on the Closing and in accordance with GAAP Date (the “Closing Date Net Working Capital”). The Seller and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capital. (b) The Seller During the 45-day period following each Seller’s receipt of the Statement, the Sellers and their accountants shall have thirty (30) days be permitted to review the Preliminary working papers of Buyer relating to the Statement. The Statement from shall become final and binding upon the parties on the 45th day following delivery thereof, unless the Sellers’ Representative gives written notice of the Sellers’ disagreement with the Statement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall: (i) specify in reasonable detail the nature of any disagreement so asserted; (ii) only include disagreements based on mathematical errors or based on Closing Working Capital not being calculated in accordance with this Section 2.4; and (iii) be accompanied by a certificate of the Seller’s accountants stating that they concur with each of the positions taken by Sellers in the Notice of Disagreement. If a Notice of Disagreement is received by Buyer in a timely manner, then the Statement (as revised in accordance with Clause I or II below) shall become final and binding upon the Sellers and Buyer on the earlier of (I) the date the Sellers’ Representative and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). During the 30-day period following the delivery of a Notice of Disagreement, the Sellers’ Representative and Buyer shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. During such period Buyer and its receipt thereof accountants shall have access to the working papers of the Seller’s accountants prepared in connection with their certification of the Notice of Disagreement. At the end of such 30-day period, the Sellers and Buyer shall submit to an independent accounting firm that has not had a previous relationship with the Sellers or Buyer (the “Review PeriodAccounting Firm”) for arbitration any and all matters that remain in dispute and that were properly included in the Notice of Disagreement, in the form of a written brief. The Accounting Firm shall be Rxxxxxx Fxxxxx & Sxxxxxxxx or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. The Sellers and Buyer agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. The parties shall instruct the Accounting Firm to render its decision as promptly as practicable but in no event later than 60 days after its selection. The cost of any proceeding (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 2.4 shall be borne by Buyer and the Sellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees and disbursements of the Sellers’ accountants incurred in connection with their review of the Statement and certification of any Notice of Disagreement shall be borne by the Sellers, and the fees and disbursements of the accountants of Buyer incurred in connection with their certification of the Statement and review of any Notice of Disagreement shall be borne by Buyer. (c) The Cash Consideration shall be increased by the amount by which Closing Working Capital exceeds Three Hundred Thousand Dollars ($300,000.00) and decreased by the amount by which Closing Working Capital is less than $300,000 (the Cash Consideration as so adjusted shall hereinafter be referred to as the “Adjusted Cash Consideration”). If the Seller objects to any aspect of Closing Date Amount (as defined in Section 2.1(c)) is more than the Preliminary StatementAdjusted Cash Consideration, then the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (upon the “Resolution Period”)Statement becoming final and binding on the parties, attempt in good faith be entitled to resolve set-off payment to Sellers from the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except Note to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b)of such difference, or in the event the Seller does not deliver an Objection Notice and to the Buyer in accordance with this Section 3.4(b) prior to extent such difference exceeds the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicableeach Seller shall remit, pursuant to this Section 3.4 will be treated by the Parties as an adjustment within five Business Days, such Seller’s Agreed Allocation of such difference together with interest thereon at a rate equal to the Purchase Pricerate of interest from time to time announced publicly by Citibank, N.A., as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment. In the event that any amount is due hereunder on any date when an Earn-Out Payment would be payable, Buyer shall have the right to set-off payment to Sellers with respect to such Earn-Out Payment to the extent of any such amount that remains payable. If the Closing Date Net Working Capital Amount (as stated defined in Section 2.1(c)) is less than the Adjusted Cash Consideration, Buyer shall, upon the Statement becoming final and binding on the Final Statement is greater than or parties, remit, within five Business Days, such difference together with interest thereon at a rate equal to $21,800,000 and less than or equal the rate of interest from time to $22,400,000time announced publicly by Citibank, then there shall be no adjustment N.A., as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the Purchase Pricedate of payment. (d) The term “Working Capital” means Current Assets (as defined below) minus Current Liabilities (as defined below). The terms “Current Assets” and “Current Liabilities” mean the consolidated current assets and consolidated current liabilities, respectively, of each Company calculated in accordance with generally accepted accounting principles (“GAAP”) applied consistently throughout the periods involved. Without limiting the generality of the foregoing, Current Liabilities will include all accrued tax liabilities through the Closing Date.

Purchase Price Adjustment. (a) Within sixty ninety (6090) days after the Closing Date, the Buyer Seller shall deliver to the Seller a preliminary Inventory Purchaser an unaudited statement (the “Preliminary Statement”) of its good faith estimate of the Net Working Capital, determined Inventories as of the effective time of the Closing and Date, determined in accordance with GAAP and the agreed price per unit set forth on Schedule 2.1(b) (the “Closing Date Net Working Capital”"Inventories Statement"). For purposes of determining the Inventories Statement only, any Inventory that is determined by Seller or Inventory Purchaser to be Damaged Inventory shall be disregarded; provided, however, that Inventory Purchaser shall notify Seller promptly in writing, but in no event later than forty-five (45) days immediately following the Closing Date, of any such Inventory that Inventory Purchaser deems to be Damaged Inventory in accordance with this Section 2.7(a) and describing with specificity the SKU and batch, the reason such Inventory is considered Damaged Inventory and such other information as reasonably requested by Seller. The failure by Inventory Purchaser to provide such notice to Seller within such forty-five (45) day period shall constitute Inventory Purchaser's acceptance of all the items reflected on the Inventories Statement as Inventory that is not Damaged Inventory. For purposes of Section 2.7(c), any such notice shall be deemed a "Disputed Item" and its Affiliates shall be subject to the terms and conditions of Section 2.7(c). Inventory Purchaser and Seller shall provide the Buyer other and its representatives (including accountants), and any Person designated by Seller in writing, with full reasonable access at all reasonable times during regular business hours to the Inventories and on reasonable advance notice to such personnel books and books, records and other materials of the Seller Business constituting Purchased Assets as may be reasonably requested to the extent they are reasonably necessary for facilitate the preparation of, or relate to of the matters covered by, the Preliminary Statement, Final Inventories Statement and Closing Date Net Working Capitalthe calculation of Final Inventories. (b) The Seller During the sixty (60) day period following Inventory Purchaser's receipt of the Inventories Statement, Inventory Purchaser shall have thirty (30) days be permitted to review the Preliminary working papers of Seller relating to the Inventories Statement. Inventory Purchaser may dispute the amounts or items reflected on or omitted from the Inventories Statement from (each, a "Disputed Item") in good faith; provided, however, that Inventory Purchaser shall notify Seller in writing of each Disputed Item, and specify the amount thereof in dispute and the specific basis therefor, within sixty (60) days after receipt of the Inventories Statement. The failure by Inventory Purchaser to provide a notice of Disputed Items to Seller within such sixty (60) day period shall constitute Inventory Purchaser's acceptance of all the items reflected on the Inventories Statement. (c) If a notice of Disputed Items shall be timely delivered pursuant to Section 2.7(a) or (b), Seller and Inventory Purchaser shall, during the twenty (20) Business Day period immediately following the date of its receipt thereof such delivery (the “Review "Resolution Period”"), negotiate to resolve the Disputed Items. If, during the Resolution Period, the Parties are unable to reach agreement, Seller and Inventory Purchaser shall refer all unresolved Disputed Items to an independent, nationally-recognized accounting firm as Seller and Inventory Purchaser shall mutually agree upon in writing (the "Independent Accountant"), or, in the case of a Disputed Item under Section 2.7(a), to the Arbitrator pursuant to Section 10.11. If the Seller objects parties fail to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection agree on an Independent Accountant (the “Objection Notice”if applicable) to the Buyer on or prior to within twenty (20) days after the expiration of the Review Resolution Period, on the request of any party the American Arbitration Association shall nominate a senior partner in an independent nationally recognized accounting firm to serve as the Independent Accountant. The Objection Notice Such referral shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount made within ten (10) Business Days of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration termination of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve whereupon the matters properly contained thereinIndependent Accountant or Arbitrator, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) , shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement make a determination with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, each unresolved Disputed Item within thirty (30) days after its engagement such referral, or as soon thereafter as practicable, which determination shall be made in accordance with this Section 2.7; provided, that in making such other period agreed upon determination, the Independent Accountant or Arbitrator, as the case may be, shall be limited to choosing between the calculation of Inventories last proposed in writing by Seller during the Buyer Resolution Period (or, in the absence of any such proposal, the calculation of Inventories set forth on the Inventories Statement initially delivered by Seller pursuant to this Section 2.7), on the one hand, and the Seller. The resolution calculation of Inventories last proposed in writing by Purchasers during the Neutral Auditor shall be Resolution Period (or, in the absence of any such proposal, the calculation of Inventories set forth in Purchasers' dispute notice) on the other hand. The Independent Accountant or Arbitrator, as the case may be, shall deliver to Seller and Inventory Purchaser, within such thirty (30) day period, or as soon thereafter as practicable, a written statement delivered report setting forth its adjustments, if any, to each of the Buyer Inventories Statement and the Seller and calculations supporting such adjustments. Such report shall be final, binding, conclusive final and binding on the Parties and non-appealable for and conclusive in all purposes hereunderrespects and may be entered and enforced in any court having jurisdiction. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor Independent Accountant and/or Arbitrator shall be borne by the Party incurring such cost whose calculation of Inventories is not accepted by the Independent Accountant or Arbitrator, as the case may be, which fees and expense. (e) If the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note expenses shall be increased paid (taking into account any prior payments) at the time the payment contemplated by an amount equal to Section 2.7(d) is made. For purposes of clarity, such costs do not include any adjustments determined by the excess of such Closing Date Net Working Capital over $22,400,000Independent Accountant or Arbitrator hereunder. If the Closing Date Net Working Capital as stated on the As used herein, "Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital Inventories" shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any mean (i) increase if no notice of Disputed Items is delivered by Inventory Purchaser within the outstanding principal amount of periods provided in Sections 2.7(a) or (b), Inventories as shown on the Note Inventories Statement as prepared by Seller or (ii) offset againstif such a notice of Disputed Items is delivered by Inventory Purchaser, either (x) Inventories as agreed to in writing by Seller and Inventory Purchaser or deemed prepayment of, (y) Inventories as shown in the outstanding principal amount of Independent Accountant's and/or the Note, as applicable, Arbitrator's calculation delivered pursuant to this Section 3.4 will 2.7(c). The scope of the disputes to be treated resolved by the Parties Independent Accountant or Arbitrator, as an adjustment the case may be, shall be limited to the Purchase Priceunresolved Disputed Items, and the Independent Accountant or Arbitrator, as the case may be, shall not make any other determination. If Any determinations by either of the Closing Date Net Working Capital as stated on Independent Accountant or Arbitrator, respectively, and any work or analyses performed by either of the Final Statement is greater Independent Accountant or Arbitrator, respectively, in connection with its resolution of any Dispute under this Section 2.7, shall not be admissible in evidence in any suit, action or proceeding between the Parties, other than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Priceextent necessary to enforce payment obligations under this Section 2.7(c).

Purchase Price Adjustment. (a1) Within sixty (60The Purchase Price will be adjusted, on a preliminary basis, on the Closing Date by adding to the amount specified in Section 2.2(a) days after hereof, the positive Adjusted Working Capital, if any, or subtracting from the amount specified in Section 2.2(a) hereof, the negative Adjusted Working Capital, if any, in each case as shown on the Estimated MI Closing Balance Sheet prepared by Sellers, and reviewed and agreed upon by Buyer, in good faith and based upon the most recent financial information of the Business then available thereto prior to the Closing and assuming for such purposes only that the Estimated MI Closing Balance Sheet were the Final MI Closing Balance Sheet; provided, however, if Sellers and Buyer do not agree upon the Estimated MI Closing Balance Sheet prior to the Closing Date, the Closing shall not be delayed and the Adjusted Working Capital shall be deemed to equal $324,657 for purposes of the Closing, unless Sellers and Buyer shall otherwise agree. (2) As soon as practicable after the 90th day following the Closing Date, but in any event no later than the 100th day following the Closing Date (the "Settlement Date"), the Buyer shall deliver to the Seller Sellers a preliminary statement (the “Preliminary Statement”) balance sheet of the Net Working Capital, determined Business as of the effective time of the Closing and Date prepared in accordance with GAAP GAAP, except as set forth herein, and in the same manner and consistent with the accounting principles reflected in the June 30, 1999 Balance Sheet (the “Closing Date Net Working Capital”). The Seller and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller as hereinafter defined) to the extent they the manner of preparation thereof and accounting principles reflected therein are reasonably necessary for consistent with this Agreement, GAAP and the preparation of, or relate agreed upon exceptions thereto which are set forth herein (such definitive balance sheet determined pursuant to this Section 2.2(c) being herein called the matters covered by, the Preliminary Statement, "Final Statement and MI Closing Date Net Working Capital. Balance Sheet"). Within twenty (b) The Seller shall have thirty (3020) days to review after the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary StatementFinal MI Closing Balance Sheet, then the Seller must Sellers shall deliver a to Buyer written notice of objection (its agreement or disagreement with the “Objection Notice”) to contents thereof and, if Sellers disagree with the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis thereforFinal MI Closing Balance Sheet, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculatedfor its disagreement. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or the Buyer's receipt of any notice of disagreement, Sellers and Buyer have not finally agreed on the Final MI Closing Balance Sheet, the disagreement shall be submitted to an independent certified public accountant selected by mutual agreement of Sellers and Buyer (the "Arbitrator"). The fees of the Arbitrator relating to the resolution of such disagreement shall be shared equally by Sellers, on the one hand, and Buyer, on the other period agreed upon by the Buyer hand, and the Seller. The resolution decision of the Neutral Auditor Arbitrator shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees final and expenses of the Neutral Auditor shall be borne equally by the Seller binding upon Sellers and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e3) On the Settlement Date or the date on which the parties ultimately reach resolution with respect to the Final MI Closing Balance Sheet, the parties shall recalculate the Purchase Price paid at Closing after giving effect to the Purchase Price adjustment made at the Closing pursuant to subclause (c)(1) above, to determine whether the Purchase Price paid at the Closing is equal to the Purchase Price which would have been due if the Final MI Closing Balance Sheet had been substituted for the Estimated MI Closing Balance Sheet. If the Purchase Price paid at Closing was less than the Purchase Price which would have been paid had the Final Closing Balance Sheet been substituted for the Estimated MI Closing Balance Sheet, Buyer shall pay to IMG the difference in cash, and if the Purchase Price paid at Closing was greater than the Purchase Price which would have been paid had the Final Closing Balance Sheet been substituted for the Estimated MI Closing Balance Sheet, IMG shall pay to Buyer the difference in cash, in each case such payment being made as promptly as practicable but in any event, within two Business Days after the ultimate resolution of such disagreement, together with interest which shall have accrued upon such payment amount at a rate of six percent (6%) per annum from the Closing Date Net Working Capital as stated on until the Final Statement exceeds $22,400,000, then the outstanding principal amount date of the Note shall be increased by an amount equal to the excess of any such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Pricepayment.

Purchase Price Adjustment. (a) Within sixty thirty (6030) days after the Closing Date, the Buyer Seller shall deliver to the Seller Buyer a preliminary statement (the “Preliminary Statement”) of the Net Closing Working CapitalCapital (and the resulting Working Capital Overage or Working Capital Underage), determined as of the effective time of the Closing and prepared in accordance with GAAP (the “Closing Date Net Balance Sheet Rules and consistent with the manner in which the Target Working Capital”)Capital was calculated. The Seller and shall not amend, supplement or modify the Statement following its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller delivery to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working CapitalBuyer. (b) The Seller Statement shall have thirty become final and binding upon the parties hereto on the thirtieth (3030th) days to review the Preliminary Statement from day following the date of its receipt thereof (on which the “Review Period”). If Statement was delivered to the Seller objects to any aspect of Buyer, unless the Preliminary Statement, then the Seller must deliver a Buyer delivers written notice of objection its disagreement with the Statement (the a “Objection NoticeNotice of Disagreement”) to the Buyer on or Seller prior to the expiration such date. Any Notice of the Review Period. The Objection Notice Disagreement shall specify in reasonable detail the nature of any adjustment to disagreement so asserted. If a Notice of Disagreement is received by the Preliminary Seller in a timely manner, then the Statement proposed by (as revised in accordance with this sentence) shall become final and binding upon the Seller and the basis therefor, including Buyer on the specific items proposed to be adjusted earlier of (i) the date the Seller and the specific Dollar amount Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of each such proposed adjustment Disagreement and an explanation (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the fourteen (14)-day period following the delivery of how such proposed adjustment was calculated. If a Notice of Disagreement, the Seller delivers an Objection Notice to and the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt shall seek in good faith to resolve the matters properly contained therein, and in writing any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to differences that they may have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed the matters properly contained specified in the Objection NoticeNotice of Disagreement. If at the end of such fourteen (14)-day period the Seller and the Buyer have not resolved in writing the matters specified in the Notice of Disagreement, then within then, no later than ten (10) days thereafterfollowing such fourteen (14)-day period, the Buyer Seller and the Seller Buyer shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized an independent accounting firm (the “Neutral AuditorAccounting Firm”) for resolution, in accordance with the standards set forth in this Section 2.6 (Purchase Price Adjustment), only matters that remain in dispute. Each of The Accounting Firm shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Partyin writing. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of Seller and the Buyer and shall use commercially reasonable efforts to cause the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor Accounting Firm to render a reasoned written resolution of all such disputed matters, in accordance with decision resolving the foregoing, matters submitted to the Accounting Firm within thirty (30) days after its engagement of the receipt of such submission, including by furnishing such information as may be reasonably requested. The scope of the disputes to be resolved by the Accounting 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 Target Working Capital or such other period agreed upon Working Capital Estimate, as the case may be, are correct. The Accounting Firm’s decision shall be based solely on written submissions by the Seller and the Buyer and the Seller. The resolution of the Neutral Auditor their respective Representatives (and it shall be set forth in a written statement delivered to each of the Buyer not permit or authorize discovery or hear testimony) and the Seller not by independent review and shall be final, binding, conclusive final and non-appealable for binding on all purposes hereunderof the parties hereto. The Preliminary Statement, once modified and/or agreed 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 in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All be enforced. The fees and expenses of the Neutral Auditor Accounting Firm incurred pursuant to this Section 2.6 (Purchase Price Adjustment) shall be borne equally pro rata as between the Seller, on the one hand, and the Buyer, on the other hand, in proportion to the final allocation made by such Accounting Firm of the disputed items weighted in relation to the claims made by the Seller and the Buyer, and each of them shall promptly advance to such that the Neutral Auditor, upon its request, such Party’s share prevailing party pays the lesser proportion of such fees fees, costs and expenses. Except as provided For example, if the Buyer claims that the appropriate adjustments are, in the preceding sentenceaggregate, all other $1,000 greater than the amount determined by the Seller and if the Accounting Firm ultimately resolves the dispute by awarding to the Buyer an aggregate of $300 of the $1,000 contested, then the fees, costs and expenses incurred by of the Parties in connection with resolving any dispute hereunder before Accounting Firm will be allocated 30% (i.e., 300 ÷ 1,000) to the Neutral Auditor shall be borne by Seller and 70% (i.e., 700 ÷ 1,000) to the Party incurring such cost and expenseBuyer. (ec) If Upon the Closing Date Net determination of the Final Working Capital, the Estimated Purchase Price shall be increased (any such increase, the “Seller Adjustment Amount”) by the amount, if any, that the Final Working Capital as stated on exceeds the Working Capital Estimate. The Estimated Purchase Price shall be decreased (any such decrease, the “Buyer Adjustment Amount”) by the amount, if any, that the Working Capital Estimate exceeds the Final Statement exceeds $22,400,000Working Capital. In the event the Estimated Purchase Price is increased pursuant to the first sentence of this Section 2.6(c), then the outstanding principal Buyer shall, within ten (10) Business Days after the Final Working Capital is determined, make payment by wire transfer of immediately available funds to MSK in the amount of the Note shall be increased by an amount equal Seller Adjustment Amount. In the event the Estimated Purchase Price is decreased pursuant to the excess second sentence of such Closing Date Net this Section 2.6(c), MSK shall, within ten (10) Business Days after the Final Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000determined, then an amount equal make payment by wire transfer of immediately available funds to the excess Buyer in the amount of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset againstthe Buyer Adjustment Amount. Upon payment of the amounts provided in this Section 2.6(c), none of the parties hereto may make or assert any claim under this Section 2.6(c). (d) The parties shall, and shall be deemed to be a prepayment ofcause their respective independent accountants to, cooperate and assist in the outstanding principal preparation of the calculations of the amount of Closing Working Capital and in the Note. Any (i) increase conduct of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant audits and reviews referred to in this Section 3.4 will be treated 2.6, including by the Parties as an adjustment making available to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 extent necessary their respective books, records, work papers and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Pricepersonnel.

Purchase Price Adjustment. 10.5.3.1 Within forty-five (a) Within sixty (6045) days after the Purchase Closing Date, the Buyer Purchaser shall prepare and deliver to the Seller BMS a preliminary statement (the “Preliminary Statement”) setting forth Purchaser’s determination of the Closing Purchase Price (including Average Net Sales and Closing Inventory Value), including the calculation thereof in reasonable detail (including in such Statement a calculation of Net Sales for each jurisdiction in the Territory during the Calculation Period). During the forty-five (45) days following BMS’ receipt of the Statement, Purchaser shall provide BMS and its independent auditors reasonable access at reasonable times to the working papers and books and records used in the preparation of the Statement and employees who participated in the preparation of the Statement, in each case to the extent necessary to evaluate such Statement (including the calculation of Net Sales and Closing Inventory Value) the Closing Net Working Capital), determined as provided that Purchaser shall not be required to provide BMS with access to any information that is subject to attorney-client privilege or the disclosure of which would result in a breach by Purchaser of any obligation of confidentiality owed to any Third Party (unless BMS agrees to hold any such information in confidence on terms no less restrictive than Purchaser’s confidentiality obligation to such Third Party). 10.5.3.2 The Statement shall become final and binding upon the effective time Parties on the forty-fifth (45th) day following delivery to BMS thereof, unless BMS gives written notice to Purchaser prior to such date of its disagreement with the Closing and in accordance with GAAP Statement (the a “Closing Date Net Working CapitalNotice of Disagreement”). The Seller and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials Any Notice of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capital. (b) The Seller shall have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice Disagreement shall specify in reasonable detail the nature of any adjustment to disagreement so asserted. During the Preliminary Statement proposed by thirty (30) day period following the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount delivery of each such proposed adjustment and an explanation a Notice of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b)Disagreement, the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt Parties shall seek in good faith to resolve the matters properly contained therein, and in writing any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to differences that they might have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed the matters properly contained specified in the Objection NoticeNotice of Disagreement and agree on a final determination of the Closing Purchase Price. At the end of such thirty (30)-day period, then within ten (10) days thereafterif no agreement on the Closing Purchase Price has been reached, the Buyer and the Seller Parties shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally an internationally recognized independent accounting firm (the “Neutral AuditorAccounting Firm”). Each of the Seller ) for arbitration any and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer all matters that remain in dispute and the Seller and not by independent review) only those matters were properly included in the Objection Notice and still in dispute at the end of the Resolution PeriodDisagreement. The Buyer and Accounting Firm shall be KPMG LLP or, if such firm is unable or unwilling to act, such other internationally recognized independent public accounting firm as shall be agreed upon by the Seller Parties in writing. The Parties shall direct instruct the Neutral Auditor Accounting Firm to render a its reasoned written resolution of all such disputed matters, decision with respect to each disagreement asserted in accordance with the foregoing, within this Section 10.5.3.2 as promptly as practicable but in no event later than thirty (30) days after its engagement or submission to it of all matters in dispute. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such other period agreed upon by the Buyer and the Sellerdetermination is to be enforced. The resolution Accounting Firm’s determination shall be accompanied by a certificate of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to Accounting Firm that it reached its decision in accordance with Section 3.4(b) or the provisions of this Section 3.4(c), shall become 10.5.3.2. The cost of any arbitration (including the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller Accounting Firm and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such reasonable attorney fees and expenses. Except as provided in expenses of the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor Parties) pursuant to this Section 10.5.3.2 shall be borne by Purchaser and BMS in inverse proportion as they may prevail on matters resolved by the Party incurring Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The Accounting Firm’s determination, as determined in accordance with this Section 10.5.3.2, shall, for purposes of this Agreement, be final and binding upon the Parties. The Parties agree that the procedure set forth in this Section for resolving disputes with respect to the Statement shall (notwithstanding anything to the contrary contained in this Agreement) be the sole and exclusive method for resolving any such cost and expensedisputes. Absent manifest error on the part of the Accounting Firm, the substance of the Accounting Firm’s determination shall not be subject to review. (e) If 10.5.3.3 The amount calculated in accordance with Section 10.5.2.2, based upon the Closing Date Net Working Capital as stated Statement that has become final and binding on the Final Statement exceeds $22,400,000, then Parties pursuant to Section 10.5.3.2 shall be the outstanding principal amount “Purchase Price”. Within five (5) Business Days of the Note Statement becoming binding on the Parties pursuant to Section 10.5.3.2, (i) if the Purchase Price is greater than the Estimated Closing Purchase Price, Purchaser shall be increased by pay BMS an amount equal to such excess, together with interest thereon from the excess of such Purchase Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital at a rate equal to LIBOR (as stated in effect on the Final Statement Purchase Closing Date) plus [**] percent ([**]%), and (ii) if the Purchase Price is less than $21,800,000the Estimated Closing Purchase Price, then BMS shall pay Purchaser an amount equal to such shortfall, together with interest thereon from the excess of $21,800,000 over such Purchase Closing Date Net Working Capital shall be applied at a rate equal to LIBOR (as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount in effect as of the Note. Any Closing Date) plus [**] percent (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Price[**]%).

Purchase Price Adjustment. (a) Within sixty (60) 60 days after the Closing Date, the Buyer shall will prepare, or cause to be prepared, and deliver to the Seller a preliminary statement (the “Preliminary StatementStatement of Working Capital”) setting forth the Buyer’s calculation of the Net Working Capital, determined in each case as of the effective time close of business on the Closing and in accordance with GAAP Date (the “Closing Date Net Working Capital”). The Seller and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capital. (b) The Upon receipt from the Buyer, the Seller shall have thirty (30) 30 days to review the Preliminary Statement from the date of its receipt thereof Working Capital (the “Review Period”). If the Seller objects to any aspect disagrees in good faith with the Buyer’s computation of the Preliminary StatementClosing Working Capital, then the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer may, on or prior to the expiration last day of the Review Period, deliver a notice to the Buyer (the “Notice of Objection”), which sets forth its objections to the Buyer’s calculation of Closing Working Capital; provided, however, that the Notice of Objection shall include only objections based on (i) non-compliance with the accounting principles used in preparation of the Closing Working Capital, or (ii) mathematical or factual errors in the computation of Closing Working Capital. The Any Notice of Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by those items or amounts with which the Seller and disagrees, together with a detailed explanation of the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of reasons for disagreement with each such proposed adjustment item or amount, and an explanation shall set forth the Seller’s calculation of how Closing Working Capital based on such proposed adjustment was calculatedobjections. If To the extent not set forth in the Notice of Objection, the Seller shall be deemed to have agreed with the Buyer’s calculation of all other items and amounts contained in the Statement of Working Capital. (c) Unless the Seller delivers an the Notice of Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of within the Review Period, the Seller shall be deemed to have agreed to accepted the Preliminary Buyer’s calculation of Closing Working Capital and the Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) of Working Capital shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) binding on the parties hereto. If the Seller delivers the Notice of Objection to the Buyer within the Review Period, the Seller and the Buyer shall, during the 30 days following such delivery or any mutually agreed extension of such time period, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Closing Working Capital. If, at the conclusion end of the Resolution Periodsuch period or any mutually agreed extension thereof, the Buyer and the Seller have not reached an agreement with respect are unable to all disputed matters properly contained in resolve their disagreements, they shall jointly retain and refer their disagreements to the Objection NoticeSan Xxxx, then within ten Puerto Rico office of BDO USA, LLP (10the “Independent Expert”) days thereafteror, if such firm is unwilling or unable so to act, each of the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if select one such firm is unavailable or unwilling to so serveand those two firms shall select a third firm, to a mutually acceptable nationally recognized independent accounting which third firm (shall be the “Neutral Auditor”). Each of Independent Expert.” The parties shall instruct the Seller Independent Expert promptly to review this Section 2.6 and to determine, solely with respect to the Buyer agrees disputed items and amounts so submitted, whether and to executewhat extent, if requested by any, the Neutral Auditor, an engagement letter reasonably satisfactory to such PartyClosing Working Capital set forth in the Statement of Working Capital requires adjustment. The Neutral Auditor Independent Expert shall act as an arbitrator to resolve (based base its determination solely on the written submissions of by the Buyer and the Seller and not by on an independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct make available to the Neutral Auditor Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. The parties shall request that the Independent Expert deliver to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The , as promptly as practicable but in no event later than 45 days after its retention, a written report that sets forth its resolution of the Neutral Auditor shall be set forth in a written statement delivered disputed items and amounts and its calculation of Closing Working Capital; provided, however, that with respect to each disputed item in relation to the computation of the Buyer and Closing Working Capital, the Independent Expert shall adopt the position of either the Seller and or the Buyer with respect to such item. The decision of the Independent Expert shall be final, binding, conclusive and non-appealable for all purposes hereunderbinding on the parties. The Preliminary Statement, once modified and/or agreed costs and expenses of the Independent Expert shall be allocated between the parties based upon the percentage which the portion of the contested amount not awarded to in accordance with Section 3.4(b) or this Section 3.4(c), shall become each party bears to the “Final Statementamount actually contested by such party.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the Within three Business Days after Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, has been finally determined pursuant to this Section 3.4 will be treated by 2.6: (i) if the Parties Closing Working Capital is less than the Target Working Capital, then Seller and the Buyer shall jointly instruct the Escrow Agent to release to the Buyer from the Escrow Account, as an adjustment to the Purchase Price, in the manner and with interest as provided in this Section 2.6, an amount of cash equal to the difference between the Target Working Capital and Closing Working Capital, and any and all remaining amounts in the Escrow Account, if any, shall be available for recovery pursuant to any indemnification claim pursuant to Section 8.2 below; provided that if the amount equal to the difference between the Target Working Capital and Closing Working Capital is greater than the Escrow Amount, Seller shall pay to the Buyer, in the manner and with interest as provided in this Section 2.6, an amount of cash equal to the amount that is greater than the Escrow Amount; and (ii) if the Closing Working Capital exceeds the Target Working Capital, the Buyer shall pay to the Seller, in the manner and with interest as provided in this Section 2.6, an amount of cash equal to the difference between the Target Working Capital and the Closing Working Capital, and the Buyer and the Seller shall jointly instruct the Escrow Agent to release any and all amounts in the Escrow Account to the Seller. (e) Any payment required to be made pursuant to Section 2.6(d) shall be made by the party required to make such payment by wire transfer of immediately available funds to an account designated in writing by the party entitled to receive such payment at least one Business Day prior to such transfer. If The amount of any such payment shall bear interest if it is not paid within 90 days of the Closing Date, in which case, the amount of such payment shall bear interest from the 91st day to but excluding the date of payment at a rate per annum equal to the “prime rate” as published in the Wall Street Journal, Eastern Edition, in effect from time to time during the period from the Closing Date Net Working Capital as stated to but excluding the date of payment. Such interest shall be calculated daily on the Final Statement is greater than or equal to $21,800,000 basis of a year of 365 days and less than or equal to $22,400,000the actual number of days elapsed, then there shall be no adjustment to the Purchase Pricewithout compounding.

Purchase Price Adjustment. (a) Within sixty (60) days after the Closing Date, the Buyer shall deliver to the Seller a preliminary statement (the “Preliminary Statement”We are amending Section 2.3(d) of the Asset Purchase Agreement to read in its entirety as follows: (i) If Buyer disagrees with Sellers' calculation of Closing Net Working CapitalBook Value delivered pursuant to Section 2.3(c), determined as Buyer may, within 120 days following the last day of the effective time of month in which the Closing and in accordance with GAAP (the “Closing Date Net Working Capital”). The Seller and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller to the extent they are reasonably necessary for the preparation of, falls or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capital. (b) The Seller shall have thirty (30) days to review after Sellers have delivered the Preliminary Statement from the date of its receipt thereof certificate set forth in Section 2.3(c), whichever is later (the “Review "Objection Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must ") deliver a written notice of objection (the “"Objection Notice”") to the Buyer on or prior to the expiration Sellers disagreeing with such calculation and setting forth Buyer's calculation of the Review Periodsuch amount. The Any such Objection Notice shall specify in reasonable detail any adjustment those items or amounts as to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the which Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained thereindisagrees, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive deemed to have agreed with all other items and non-appealable for all purposes hereunderamounts contained in Sellers' calculation of Closing Net Book Value delivered pursuant to Section 2.3(c). (ii) Buyer's ability to object to Sellers' calculation of Closing Net Book Value shall be restricted as set forth in this subparagraph. Except The restriction on Buyer's ability to object will apply (A) solely to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b)such objection is based on a disagreement with, or alleged inaccuracy of, any accrual, reserve or other item and (B) in each case solely to the extent such disagreement, or alleged inaccuracy, is with respect to Sellers' calculation of (1) the time and costs that will be required to be expended or incurred by Sellers (or Buyer after the Closing Date) in connection with each Customer Contract in order to complete Sellers' obligations thereunder or (2) the estimated time or date on which each Customer Contract will be completed following the Closing Date; provided, that the restriction on Buyer's ability to object under this subparagraph (ii) will apply in each case only if Sellers can objectively demonstrate and prove such items were calculated as of the Closing Date and on a basis consistent with this Agreement and past practice and methodology and consistent with that used in the event preparation of the Seller Latest Balance Sheet. If Buyer does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in within the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and Book Value shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, finally determined as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated set forth on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase PriceSellers' calculation thereof."

Purchase Price Adjustment. (aA) Within sixty The parties acknowledge that the Purchase Price was determined based upon the Sellers' best good faith estimate that the One Year EBITDA (60as hereinafter defined) to be derived during the twelve (12) month period commencing on the first day of the calendar month following the calendar month in which the Closing occurs (the last day thereof being referred to herein as the "DETERMINATION DATE" and such period being the "DETERMINATION PERIOD") from the Business multiplied by five (5x) would be at least $31,400,000. Accordingly, if (x) the actual One Year EBITDA multiplied by five (5x) is less than (y) Sellers' aforesaid estimate of at least $31,400,000, then the parties agree that the Purchase Price shall be reduced by such deficiency; provided, however, that the reduction in Purchase Price pursuant to this Section 2.5 shall not exceed an amount equal to (x) $14,360,000 minus (y) the portion of the RSI Purchase Amount paid by Sellers after the date hereof. (B) As soon as practicable, but in no event later than ninety (90) days after the Closing Determination Date, the Buyer shall deliver to the Seller Sellers a preliminary statement (the “Preliminary Statement”"EBITDA CALCULATION STATEMENT") of showing the Net Working Capital, determined as of the effective time of the Closing and in accordance with GAAP One Year EBITDA (the “Closing Date Net Working Capital”"EBITDA CALCULATION"). The Seller and its Affiliates Buyer shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller to the extent they are reasonably necessary for the preparation Sellers copies of, or relate access to the matters covered by, work papers and similar materials used in connection with the Preliminary preparation of the EBITDA Calculation Statement, Final Statement and Closing Date Net Working Capital. (b) The Seller . Sellers shall have thirty (30) days to review the Preliminary Statement from the date of its following their receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must EBITDA Calculation Statement within which to deliver to Buyer a written notice of objection thereto (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The an "OBJECTION NOTICE"), which Objection Notice shall (x) set forth Sellers' determination of the EBITDA Calculation and (y) specify in reasonable detail any adjustment to Sellers' basis for objection, in which case the Preliminary Statement proposed by the Seller parties shall meet and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith attempt to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, disagreements within thirty (30) days after its engagement or delivery to Buyer of the Objection Notice. If the parties are unable to resolve such other period agreed upon by disagreements within such time period, the Buyer disagreements shall be referred to the Settlement Accountants, and the Sellerdetermination of the Settlement Accountants shall be final and binding on the parties hereto, and shall not be subject to further review, challenge, or adjustment, absent fraud. The resolution of the Neutral Auditor Settlement Accountants shall be set forth in directed to use their best efforts to reach a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and nondetermination not more than forty-appealable for all purposes hereunderfive (45) days after such referral. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees costs and expenses of the Neutral Auditor services of the Settlement Accountants shall be borne by the party against whom the Settlement Accountants shall rule; provided that if the Settlement Accountants shall not clearly rule against any party, then such costs and expenses shall be borne equally by Sellers, on the Seller one hand, and Buyer, on the other hand. The failure by Sellers to deliver an Objection Notice within such thirty (30)-day period shall constitute the Sellers' acceptance of the EBITDA Calculation, which shall thereupon become conclusive and binding on all parties hereto, and shall not be subject to further review, challenge, or adjustment, absent fraud. (C) If the Purchase Price is decreased as provided in this Section 2.5, the amount of the decrease shall be paid promptly by Sellers to Buyer, and each in any event by no later than the third day after the amount of them such decrease shall promptly advance be finally determined. Such payment shall be made first by offsetting against the Contingent Payment in accordance with Section 2.1(c) above, then to the Neutral Auditorextent necessary, upon its requestby return of shares of IHS Stock (valued as of the Determination Date in accordance with Section 2.4(a) above) and/or cash (as determined by Sellers and the Shareholders in their sole and absolute discretion); provided, however, that in no event shall Sellers select a combination that will have the result that Buyer shall have paid less than sixty percent (60%) of the Purchase Price (excepting therefrom the amount be which the cash portion of the Purchase Price is increased in respect of the unpaid portion of the RSI Purchase Amount in accordance with Section 2.1(a) above) by delivery of shares of IHS Stock (except that Sellers may make such Party’s share payment with a greater percentage of shares of IHS Stock to the extent that Sellers are returning shares of IHS Stock previously delivered to them or the Escrowee in respect of any previous increase in Purchase Price to the extent that such shares increased the percentage of such fees and expenses. Except as provided shares included in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expensePurchase Price increase to a percentage greater than sixty percent (60%)). (eD) If For purposes of this Agreement, the Closing Date Net Working Capital as stated on term "ONE YEAR EBITDA" shall mean the Final Statement exceeds $22,400,000, then the outstanding principal amount sum of (x) fifty percent (50%) of the Note shall be increased by an amount equal to Aggregate Joint Contract EBITDA (hereinafter defined) for the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount Determination Period plus (y) one hundred percent (100%) of the Note. Any Existing Contract EBITDA (ihereinafter defined) increase of for the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase PriceDetermination Period.

Purchase Price Adjustment. (a) Within sixty As promptly as practicable following the Closing, Peat Marwick LLP (60"Peat Marwick") shall complete certain agreed upon procedures set forth in Schedule 2.3(a) for the purpose of rendering its report that the Asset Value as of the Determination Date and the amounts referenced on the Closing Cash Payment Adjustment Certificate (together, the "Closing Calculation"), as prepared and presented by the Sellers at the Closing, with such adjustments, if any, as may required in order to render such report, as well as the Settlement Certificate, have been prepared in accordance with GAAP (as applicable), are accurate and complete, and that each of the Asset Value and Settlement Certificate has been calculated in accordance with the procedures set forth in Schedule 2.3(a) and the formula set forth in Schedule 2.1(a) hereof, respectively. The Closing Calculation, with such adjustments, if any, as Peat Marwick may require in order to render its report, is hereinafter referred to as the "Certified Closing Calculation". Peat Marwick shall deliver such calculation to Purchaser and the Sellers as promptly as practicable, but in no event later than 120 days after the Closing Date, . All expenses of Peat Marwick in connection with the Buyer shall deliver to the Seller a preliminary statement (the “Preliminary Statement”) preparation of the Net Working Capital, determined as of the effective time of the Certified Closing and in accordance with GAAP Calculation pursuant to this subsection (the “Closing Date Net Working Capital”). The Seller and its Affiliates a) shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capital.be borne by Purchaser; (b) The Seller shall have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects Sellers or Purchaser disagrees with the Certified Closing Calculation as delivered pursuant to any aspect Section 2.3(a) hereof, then, within 30 days after Peat Marwick's delivery thereof, either or both of the Preliminary Statement, then Sellers on the Seller must one hand and Purchaser on the other hand may deliver a written notice to the other and to Peat Marwick of such disagreement and setting forth such disagreeing party's calculation of the Closing Calculation. Any such notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice disagreement shall specify in reasonable detail any adjustment those items or amounts as to which the Preliminary Statement proposed by the Seller Sellers or Purchaser disagrees, and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the SellerSellers or Purchaser, as to any such matter shall be finalthe case may be, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to with all other items and amounts contained in the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder.Certified Closing Calculation; (c) If a notice of disagreement shall be timely delivered pursuant to Section 2.3(b) hereof, the parties shall, during the 30 days following such delivery, use their reasonable best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Calculation. If, at the conclusion of the Resolution Periodduring such period, the Buyer and the Seller have not reached an agreement with respect parties are unable to all disputed matters properly contained in the Objection Noticereach such agreement, then within ten (10) days thereafterthey shall promptly thereafter cause Ernst & Young or, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling declines to so serveact in such capacity, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Price.such

Purchase Price Adjustment. (a) Within sixty As promptly as practicable, but no later than ninety (6090) days after the Closing Date, the Buyer Purchaser shall deliver cause to be prepared and delivered to the Seller Sellers’ Representative, the Closing Statement (as defined below) in the form of Schedule 3.3(a) and a preliminary certificate based on such Closing Statement setting forth Purchaser’s calculation of Closing Working Capital. The closing statement (the “Preliminary Closing Statement”) of shall present the Net Working Capital, determined Capital as of the effective time end of business on the Closing and in accordance with GAAP Date (the “Closing Date Net Working Capital”). The Seller and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capital. (b) The Seller shall have thirty If the Sellers’ Representative disagrees with Purchaser’s calculation of Closing Working Capital delivered pursuant to Section 3.3(a), the Sellers’ Representative may, within sixty (3060) days after delivery of the Closing Statement, deliver a notice to review Purchaser stating its disagreement with such calculation and setting forth the Preliminary Statement from the date Sellers’ Representative’s calculation of its receipt thereof such amount (the “Review PeriodDispute Notice”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a written Any such notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice disagreement shall specify in reasonable detail any adjustment those items or amounts as to which the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained thereinSellers’ Representative disagrees, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller Sellers shall be deemed to have agreed with all other items and amounts contained in the Closing Statement and the calculation of Closing Working Capital delivered pursuant to Section 3.3(a). (c) If Sellers’ Representative has delivered a Dispute Notice pursuant to Section 3.3(b), Purchaser and the Preliminary Statement Sellers’ Representative shall, during the thirty (30) days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Working Capital. If during such period, Purchaser and the Sellers’ Representative are unable to resolve such items in dispute as provided in the Dispute Notice (the “Unresolved Items”), they shall promptly thereafter cause Xxxxxxxxxx Xxxxxx Xxxxxxxx LLP (or if unable or unwilling to accept its entiretymandate, which Preliminary Statement an independent accountant to be mutually agreed upon by the Sellers’ Representative and Purchaser) (Xxxxxxxxxx Xxxxxx Xxxxxxxx LLP or undisputed portions thereof (such other independent accountant, as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer “Accounting Referee”) to review this Agreement and the Seller have not reached an agreement with respect to all disputed matters properly contained in Unresolved Items for the Objection Noticepurpose of calculating Closing Working Capital, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions provisions of the Buyer this Agreement and the Seller written presentations by Purchaser and the Sellers’ Representative and not by on an independent review) . The Accounting Referee may not take oral testimony from the parties hereto or any other Person. In making such calculation, the Accounting Referee shall consider only those matters properly included the Unresolved Items and its decision for each such Unresolved Item shall not be greater than the greatest value, or lower than the lowest value, for such item as provided by Sellers’ Representative in the Objection Dispute Notice and still or Purchaser in dispute at the end of Closing Statement, as the Resolution Periodcase may be. The Buyer parties hereto agree that all adjustments shall be made without regard to materiality. The Accounting Referee shall deliver to Purchaser and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed mattersSellers’ Representative, as promptly as practicable (but in accordance with the foregoing, within any case no later than thirty (30) days after its from the date of engagement or of the Accounting Referee), a report setting forth such other period agreed calculation. Such report shall be final and binding upon by the Buyer Purchaser and the SellerSellers. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor Accounting Referee shall be borne equally allocated between Sellers, on one hand, and Purchaser, on the other, based upon the percentage which the portion of the contested amount not awarded to each such party bears to the total amount contested by such parties. (d) Purchaser and Sellers shall, and shall cause their respective representatives to, cooperate and assist in the Seller preparation of the Closing Statement and the Buyercalculation of Closing Working Capital and in the conduct of the review referred to in this Section 3.3, and each of them shall promptly advance including the making available to the Neutral Auditorextent necessary of books, upon its requestrecords, such Party’s share of such fees work papers and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expensepersonnel. (e) If the Closing Date Net Final Working Capital exceeds the Target Working Capital, Purchaser shall pay to Sellers such difference, in the manner and with interest as stated on provided in Section 3.3(f), the Final Statement exceeds $22,400,000, then the outstanding principal amount of such excess and, if the Note shall be increased by an amount equal to the excess of such Closing Date Net Target Working Capital over $22,400,000. If the Closing Date Net exceeds Final Working Capital as stated on the Final Statement is less than $21,800,000Capital, then an amount equal Sellers shall pay to the excess of $21,800,000 over Purchaser such Closing Date Net Working Capital shall be applied as an offset againstdifference, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price, in the manner and with interest as provided in Section 3.3(f). If “Final Working Capital” means Closing Working Capital (i) as shown in Purchaser’s calculation delivered pursuant to Section 3.3(a) if no Dispute Notice is duly delivered pursuant to Section 3.3(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by Purchaser and the Sellers’ Representative pursuant to Section 3.3(c) or (B) in the absence of such agreement, as shown in the Accounting Referee’s calculation delivered pursuant to Section 3.3(c); provided, however, that in no event shall Final Working Capital be more than the Sellers’ Representative’s calculation of Closing Date Net Working Capital set forth in the Dispute Notice or less than Purchaser’s calculation of Closing Working Capital as stated on set forth in the Final Statement Closing Statement. In the event that an amount is greater than or equal required to $21,800,000 be paid by Sellers pursuant to this Section 3.3(e), Sellers’ Representative and less than or equal Purchaser shall jointly instruct the Indemnity Escrow Agent to $22,400,000pay such amount to Purchaser from the Indemnity Escrow Account, then there and Sellers and Owner shall be no adjustment promptly replenish such distributed amount in the Indemnity Escrow Account for satisfaction if indemnity claims pursuant to the Purchase PriceSection 11.5(c).

Purchase Price Adjustment. (a) Within sixty (60) 90 days after following the Closing Date, the Buyer shall prepare and deliver to Seller its calculation (to be made in accordance with the Seller a preliminary statement terms of Section 1.2) of the Cash Obligation Liabilities Excess Amount (if any), the Cash Amount and the Accrued Unfunded Pension Liability (the “Preliminary Proposed Closing Statement” and, in its final and binding form after resolution of any disputes pursuant to this Section 1.4(a), the “Actual Closing Statement”) and the adjusted Closing Purchase Price resulting from the Proposed Closing Statement, together with a copy of all supporting work papers (including schedules, memoranda and other documents) utilized in the preparation of the Net Working Capital, determined as of Proposed Closing Statement and the effective time calculation of the Closing Purchase Price, and in accordance with GAAP Seller shall have a period of 30 days (the “Objection Period”) after delivery of the Proposed Closing Date Net Working Capital”). The Seller and its Affiliates shall Statement in which to provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance written notice to such personnel and books, records and other materials Buyer of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capital. (b) The Seller shall have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection objections thereto (the “Objection Notice”) ), setting forth the specific item of the Proposed Closing Statement to which each such objection relates and the Buyer basis for each such objection in reasonable detail. The Proposed Closing Statement and the resulting Closing Purchase Price shall be deemed to be accepted by Seller, and shall become final and binding on or prior to the parties, on the later of the expiration of the Review PeriodObjection Period or the date on which all objections have been resolved by the parties or the Accountant (as defined below) pursuant to this Section 1.4(a). The If Seller gives any such Objection Notice shall specify in reasonable detail any adjustment to within the Preliminary Statement proposed by the Objection Period, then Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), shall attempt in good faith to resolve any dispute concerning the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as item(s) subject to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided soon as practicable. If Seller and Buyer do not resolve any dispute arising in this Section 3.4(b)connection with the Proposed Closing Statement within the time period specified below, or in the event the Seller does not deliver an Objection Notice to the Buyer such dispute shall be resolved in accordance with this the procedures set forth in Section 3.4(b1.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunderbelow. (cb) If, at the conclusion of the Resolution Period, the If Buyer and the Seller have not reached an agreement with respect been able to all disputed matters properly contained in resolve a dispute within 30 days after the date of delivery of the Objection Notice, then within ten which 30 day period may be extended by written agreement of Buyer and Seller (10) days thereaftersuch period, as it may be extended, the Buyer and “Initial Resolution Period”), the Seller parties shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLCto, or if and such firm is unavailable or unwilling to so servedispute shall be resolved fully, to finally and exclusively by a mutually acceptable agreeable nationally recognized independent accounting firm (the “Neutral AuditorAccountant”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of Accountant incurred in the Neutral Auditor resolution of such dispute shall be borne equally by Buyer and Seller. Buyer and Seller shall use their respective reasonable best efforts to cause the Accountant to issue a written determination to Seller and Buyer as promptly as practicable, but in any event within 30 days, following the Buyer, and each of them shall promptly advance date on which the Proposed Closing Statement is delivered to the Neutral AuditorAccountant, upon its requestwith such determination based on the written submissions and other information requested by the Accountant related to the disputed items that have been submitted by the parties to the Accountant, such Party’s share of such fees as to whether and expenses. Except as provided to what extent (if any) the Proposed Closing Statement and resulting adjustment in the preceding sentence, all other costs and expenses incurred by Closing Purchase Price require adjustment. The parties shall instruct the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset againstAccountant to, and shall be deemed use their respective best efforts to be cause the Accountant to, make its determination in a prepayment ofmanner consistent with Section 1.2(c) hereof. Such written determination shall provide a written explanation in reasonable detail of each such required adjustment, including the outstanding principal amount of the Notebasis therefor. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, All negotiations pursuant to this Section 3.4 will 1.4(b) shall be treated by as compromise and settlement negotiations for purposes of Rule 408 of the Parties as an adjustment Federal Rules of Evidence and comparable state rules of evidence, and all negotiations, submissions to the Accountant, and arbitration proceedings under this Section 1.4(b) shall be treated as confidential information. The Accountant shall be bound by a mutually agreeable confidentiality agreement. The procedures of this Section 1.4(b) are exclusive and the determination of the Accountant shall be final, non-appealable and binding on the parties. The decision rendered pursuant to this Section 1.4(b) may be filed as a judgment in any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 1.4(b). The other party’s only defense to such a request for specific enforcement or other legal action shall be fraud by or on the part of the Accountant. Absent such fraud, such other party shall reimburse the party seeking enforcement for its Third Party Expenses (as defined in Section 11.2 hereof) related to such enforcement. (c) Promptly after the Actual Closing Statement, the Adjustments and the resulting Closing Purchase Price calculated with reference thereto become final and binding on the parties under subsections (a) and (b) of this Section 1.4, the Estimated Closing Purchase Price shall be recalculated by giving effect to such final and binding amounts (as recalculated, the “Final Closing Purchase Price. ”). (i) If the Estimated Closing Date Net Working Capital as stated on the Final Statement Purchase Price is greater than or equal the Final Closing Purchase Price, Seller shall pay to $21,800,000 and less than or equal to $22,400,000Buyer within one business day by wire transfer of immediately available funds, then there shall be no adjustment to the amount by which the Estimated Closing Purchase Price exceeds the Final Closing Purchase Price. (ii) If the Estimated Closing Purchase Price is less than the Final Closing Purchase Price, Buyer shall pay to Seller within one business day by wire transfer of immediately available funds, the amount by which the Final Closing Purchase Price exceeds the Estimated Closing Purchase Price.

Purchase Price Adjustment. The Purchase Price shall be subject to ------------------------- adjustment after the Closing as specified in this Section 2.04: (a) Within sixty (60) 15 days after the Closing Date, the Buyer Seller shall deliver to the Seller Purchaser a preliminary statement schedule of Inventory (the “Preliminary Statement”"Inventory Schedule") of the Net Working Capital, determined Seller as of the effective time of Closing Date. At the Closing and in accordance with GAAP (Purchaser's discretion, the “Closing Date Net Working Capital”). The Seller and its Affiliates Inventory Schedule shall provide the Buyer and its representatives with full access at all reasonable times and be based on reasonable advance notice to such personnel and books, records and other materials a complete physical inventory of the Seller taken by the Seller and Purchaser immediately prior to the extent they are reasonably necessary Closing. The Purchaser and the Seller shall permit the other and the other's Representatives to have full and complete access to, and to examine, all work papers of or relating to the Seller for the preparation of, or relate periods prior to the matters covered by, Closing which are in its possession and which work papers and schedules are or were necessary to prepare and/or review the Preliminary Statement, Final Statement and Closing Date Net Working CapitalInventory Schedule. (b) The Seller Purchaser may dispute the Inventory Schedule and the amounts reflected therein (each, a "Disputed Item"); provided, however, the Purchaser shall have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If notify the Seller objects in writing of each Disputed Item, and specify the amount thereof in dispute, the basis therefor and the amount that the Purchaser believes to any aspect be the correct amount, within 30 days after receipt of the Preliminary Statement, then Inventory Schedule. The failure by the Purchaser to deliver such a notice of Disputed Items to the Seller must deliver within such 30-day period shall constitute the Purchaser's acceptance of all the items in the Inventory Schedule. In addition, any items in the Inventory Schedule not disputed by the Purchaser in such 30-day period pursuant to such written notice shall be deemed to have been accepted by the Purchaser. (c) If a written notice of objection Disputed Items shall be timely delivered pursuant to paragraph (b) above, the Seller and the Purchaser shall, during the 20 days following the date of such delivery (the “Objection Notice”"Resolution Period"), negotiate in good faith (with the assistance of their respective independent accountants) to resolve the Buyer on or prior Disputed Items and agree to any resulting changes to the expiration Inventory Schedule. If, at the end of such Resolution Period, the Review Periodparties have been unable to reach agreement, the Seller and the Purchaser shall refer all unresolved Disputed Items to Xxxxxx Xxxxxxxx LLP or to any other "big five" independent accounting firm (or any of their successors) as the Seller and the Purchaser shall mutually agree upon (the "Independent Accountant"). The Objection Notice Independent Accountant shall specify in reasonable detail any adjustment make a determination with respect to the Preliminary Statement proposed each unresolved Disputed Item within 15 days after its engagement by the Seller and the basis thereforPurchaser to resolve such Disputed Items, including the specific items proposed to which determination shall be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period made in accordance with this Section 3.4(b2.04(c), . The Independent Accountant shall deliver to the Buyer Seller and the Seller shallPurchaser, for within such 15 day period, (i) a period report setting forth its adjustments, if any, to the Inventory Schedule and the calculations supporting such adjustments to the Inventory Schedule and (ii) schedule resulting from the application of fifteen (15) days thereafter such adjustments (the “Resolution Period”"Adjusted Inventory Schedule"), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer . Such report and the Seller, as to any such matter Adjusted Inventory Schedule shall be final, binding, conclusive binding on the parties hereto and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Partyconclusive. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor engagement of the Independent Accountant shall be borne by the Party incurring party whose calculation of Final Inventory is further (such cost differences calculated in the aggregate without regard for the netting effects of overstatements and expenseunderstatements) from the amounts for such items on the Adjusted Inventory Schedule. (d) If the amount of Final Inventory plus any cash proceeds from the sale of Inventory delivered by Seller to Purchaser at the Closing is less than $3,000,000, then the Purchase Price shall be decreased by the amount of such difference. (e) If the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount For all purposes of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Price.2.04:

Purchase Price Adjustment. (a) Within sixty six (606) days months after the Closing Date, the Buyer shall deliver to the Seller Daily Journal will prepare a preliminary statement balance sheet (the “Preliminary Statement”"Final Balance Sheet") of the Net Working Capital, determined Choice as of the effective time of Closing Date and deliver the Closing and proposed Final Balance Sheet to the Sellers. The Final Balance Sheet shall be prepared in accordance with GAAP and each of the guidelines and procedures (the “Closing Date Net Working Capital”)"Guidelines and Procedures") specified on Exhibit 1.4 to this Agreement. The Seller If the shareholders' equity shown on such Final Balance Sheet is: (i) less than $500,000, the Sellers shall each be jointly and its Affiliates severally liable to Daily Journal for the difference, (ii) greater than $550,000, then Daily Journal shall provide be liable to the Buyer Sellers for the difference, and its representatives with full access at all reasonable times and on reasonable advance notice shall pay such amount to such personnel and booksthe Sellers, records and other materials to each in proportion to his share of the Seller Purchase Price, or (iii) equal to or between $500,000 and $550,000, then neither party shall owe any further sums to the extent they are reasonably necessary for the preparation ofother pursuant to this Section 1.4, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capitalor. (b) The Seller Sellers may participate in and observe the preparation of the Final Balance Sheet. Daily Journal shall have thirty (30) make all of its workpapers and other relevant documents in connection with the preparation of the Final Balance Sheet available to the Sellers and shall make the persons in charge of the preparation of the Final Balance Sheet available for reasonable inquiry by the Sellers. The proposed Final Balance Sheet will be the Final Balance Sheet unless the Sellers shall notify Daily Journal in writing within 20 days to review following the Preliminary Statement from receipt of the proposed Final Balance Sheet if the Sellers do not agree with the proposed Final Balance Sheet, in which case the Sellers on the one hand and Daily Journal on the other hand will use good faith efforts during the 10-day period following the date of its receipt thereof (such written notice was received by Daily Journal to resolve any differences they may have as to the “Review Period”)proposed Final Balance Sheet. The written notice will identify with reasonable specificity the calculations with which the Sellers disagree or other bases for such disagreement. If the Seller objects Sellers and Daily Journal cannot reach agreement during such 10-day period, disagreements shall be promptly submitted to any aspect of an independent, nationally- recognized public accounting firm jointly selected by the Preliminary Statement, then the Seller must deliver a written notice of objection Sellers and Daily Journal (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b"Independent Accountant"), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith which shall conduct such additional review as is necessary to resolve the matters properly contained therein, specific disagreements referred to it and any written resolution, signed by each shall determine the Final Balance Sheet which will be binding on the parties. The review of the Buyer and the Seller, Independent Accountant will be restricted as to any such matter scope to address only those matters as to which the Sellers and Daily Journal have not reached agreement. The Independent Accountant's determination of the Final Balance Sheet shall be finalcompleted as promptly as practicable but in no event later than 30 days following its selection, binding, conclusive and non-appealable for all purposes hereunder. Except shall be confirmed by the Independent Accountant in writing to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller parties and shall be deemed to have agreed to final and binding on the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive Sellers and non-appealable for all purposes hereunderDaily Journal. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, amounts payable pursuant to this Section 3.4 will 1.4 shall be treated by paid within 10 days following the Parties as an adjustment to date the Purchase Price. If the Closing Date Net Working Capital as stated Final Balance Sheet becomes final and binding on the Final Statement is greater than or equal parties pursuant to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Priceparagraph (b) above.

Purchase Price Adjustment. (a) Within sixty The Base Purchase Price shall be reduced by One (601) days after dollar for every One (1) dollar of Accounts Receivable collected by the Company or the Vendor between the date of this Agreement and the Closing Date, the Buyer shall deliver to the Seller a preliminary statement (the “Preliminary Statement”) of the Net Working Capital, determined as of the effective time of the Closing and in accordance with GAAP (the “Closing Date Net Working Capital”). The Seller and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capitalboth inclusive. (b) The Seller shall have thirty (30) days to review If by final order of the Preliminary Statement Court any of the Purchased Assets are excluded from the date of its receipt thereof (purchase and sale contemplated hereunder, the “Review Period”)Base Purchase Price shall be reduced by an amount agreed upon between the Parties to be attributable to such Purchased Assets, both acting in good faith and reasonably. If the Seller objects to any aspect Parties cannot agree within 10 Business Days of notice of such final order of the Preliminary StatementCourt, then the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration portion of the Review PeriodBase Purchase Price attributable to such Purchased Assets and the amount of such reduction shall be settled by reference to a recognized valuator of such type of Purchased Assets selected by the Vendor. Such valuator shall be instructed to take into account the basis upon which the Purchased Assets have been purchased and sold pursuant to this Agreement, and that in respect of the Trade Goods Inventory, the Purchaser applied, in part, a weighted average percentage in formulating the portion of the Base Purchase Price attributable to Trade Goods Inventory. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount determination of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter recognized valuator shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely binding on the written submissions of the Buyer and the Seller Parties and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end subject to appeal. 'The costs of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred any recognized valuator so engaged by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If Purchaser. Notwithstanding the Closing Date Net Working Capital as stated on foregoing, the Final Statement exceeds $22,400,000, then the outstanding principal amount Purchaser shall not be entitled to any reduction of the Note Base Purchase Price as a result of the claim asserted by Continental to, the Continental Inventory in Possession or as a result of the exclusion from the purchase and sale transaction of the Continental Inventory in Possession and all costs and expenses to dispute such claim and all amounts the Court may require to be set aside pending resolution of such dispute shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset againstresponsibility of, and shall be deemed to be a prepayment for the account of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 Purchaser and less than or equal to $22,400,000, then there shall be no adjustment in addition to the Purchase Price.

Purchase Price Adjustment. (a) Within sixty Following the Closing, but in any event no later than thirty (6030) days after the Closing Datethereafter, the Buyer Purchaser shall deliver cause to be prepared and delivered to the Seller a preliminary statement (the “Preliminary Statement”) of the Net Working Capital, determined as of the effective time of the Closing and in accordance with GAAP (the “Closing Date Net Working CapitalStatement”). The Seller and ) setting forth its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials calculation of the Seller to Closing Cash Adjustment of the extent they are reasonably necessary for Company (and each of the preparation ofindividual components thereof) as of the open of business on the Closing Date, or relate to prepared in accordance with GAAP, which calculation shall use the matters covered by, same methodology as the Preliminary Statement, Final Statement and Closing Date Net Working Capitalcalculation set forth on Schedule 2.5. (b) The Purchaser shall make such information, personnel and resources available to the Seller shall have thirty (30) days as may be reasonably necessary to enable the Seller to review the Preliminary Statement from Closing Date Statement; provided, that the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect obligation of the Preliminary StatementPurchaser to provide such information, then personnel and resources shall be limited to normal business hours with reasonable prior notice and in such a manner so as not to interfere with the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration conduct of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), Purchaser’s or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunderAffiliates’ business. (c) If, at In the conclusion event that the Seller disputes the calculation of the Resolution Period, Closing Cash Adjustment (or any of the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained components thereof) set forth in the Objection NoticeClosing Date Statement, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining notify the Purchaser in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm writing (the “Neutral AuditorSeller Dispute Notice”). Each ) of the Seller amount, nature and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to basis of such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoingdispute, within thirty (30) days after its engagement or delivery of the Closing Date Statement. In the event of such other period agreed upon a dispute, the Seller and the Purchaser shall first use good faith efforts to resolve such dispute among themselves. If the Seller and the Purchaser are unable to resolve the dispute within thirty (30) days after delivery of the Seller Dispute Notice, then any remaining items in dispute shall be submitted to a nationally recognized accounting firm in the United States jointly chosen by the Buyer Purchaser and the Seller, which in the absence of an agreement during such thirty (30) day period shall be Ernst & Young (the “Audit Firm”). The resolution If such disagreement and the determination of the Neutral Auditor shall be set forth in a written statement delivered Closing Cash Adjustment is submitted to each of the Buyer and Audit Firm for resolution, then (i) the Seller and the Purchaser shall execute any agreement(s) required by the Audit Firm to accept their engagement pursuant to this Section 2.5(c), (ii) the Purchaser shall promptly furnish or cause to be furnished to the Audit Firm such work papers and other documents and information relating to the computation of the Closing Cash Adjustment as the Audit Firm may reasonably request and are available to the Purchaser, (iii) each Party shall be finalafforded the opportunity to present to such Audit Firm, bindingwith a copy to the other Party, conclusive any other written material relating to the computation of the Closing Cash Adjustment, (iv) the Audit Firm shall review only those items that are in dispute, (v) the Audit Firm shall not attribute a value to any single disputed amount greater than the greatest amount proposed by either Party nor an amount less than the least amount proposed by either Party, and non-appealable (vi) the Seller, on the one hand, and the Purchaser, on the other hand, shall each bear fifty percent (50%) of the fees and costs of the Audit Firm for all purposes hereunder. The Preliminary Statementsuch determination; provided, once modified and/or agreed however, that the engagement agreement(s) referred to in accordance with Section 3.4(bsubpart (i) or this Section 3.4(c), shall become above may require the “Final Statement.” (d) All parties to be bound jointly and severally to the Audit Firm for those fees and expenses costs and, therefore, in the event the Seller or the Purchaser pays to the Audit Firm an amount in excess of fifty percent (50%) of the Neutral Auditor shall be borne equally fees and costs of the Audit Firm’s engagement, the other parties agree to reimburse the Seller or the Purchaser, as the case may be, to the extent required to equalize the payments made by the Seller and the Buyer, and each of them shall promptly advance Purchaser with respect to the Neutral Auditor, upon its request, such Party’s share of such fees and expensescosts of the Audit Firm. Except as provided The written decision of the Audit Firm shall be rendered within no more than sixty (60) days from the date that the matter is referred to such firm and shall be final and binding on the parties hereto and, in the preceding sentenceabsence of fraud or manifest error, all other costs and expenses incurred shall not be subject to dispute or review. Following any such dispute resolution (whether by mutual agreement of the parties or by written decision of the Audit Firm), the Closing Cash Adjustment (as determined in such dispute resolution) shall be determined final. (d) Immediately upon the expiration of the thirty (30) day period for giving the Seller Dispute Notice, if no such notice is given, or upon notification by the Parties Seller to the Purchaser that no such notice will be given, or immediately upon the resolution of disputes, if any, pursuant to this Section 2.5, the Purchaser’s calculations set forth in connection with resolving any dispute hereunder before the Neutral Auditor Closing Date Statement or Audit Firm’s calculations, as applicable, or as otherwise agreed to by the Purchaser and the Seller pursuant to this Section 2.5, shall be borne by final and binding on the Party incurring such cost parties hereto and expenseshall not be subject to dispute or review. (e) If Within five (5) Business Days of final determination of the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, Cash Adjustment pursuant to this Section 3.4 2.5, the Purchaser shall pay, or cause to be paid, (on behalf of the Company) to the Seller an amount in cash equal to (a) the Company Adjusted Intercompany Balance minus (b) the amount of the Closing Cash Adjustment as finally determined pursuant to Section 2.5 (which may be a positive or negative number) via wire transfer of immediately available funds in accordance with the wire instructions provided by the Seller. For purposes of clarity, if the Closing Cash Adjustment is a negative number the result will be treated by that the Parties as an adjustment Purchaser shall pay such amount to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment Seller in addition to the Purchase PriceCompany Adjusted Intercompany Balance.

Purchase Price Adjustment. (a) Within sixty ninety (6090) days after the Closing Date, the Buyer Purchaser shall prepare and deliver to the Seller Representative a preliminary statement (the “Preliminary Closing Statement”) of ), in form and content substantially similar to the Net Working Capital, determined as of the effective time of the estimated Closing and Statement delivered in accordance with GAAP (the “Closing Date Net Working Capital”). The Seller and its Affiliates shall provide definition of Estimated Purchase Price, setting forth the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials individual elements of the Seller to Purchase Price set forth in the extent they are reasonably necessary for definition thereof and the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capitalfinal Purchase Price resulting therefrom. (b) The Unless Seller shall have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoingRepresentative, within thirty (30) days after its engagement or receipt of the Closing Statement gives the Purchaser a notice objecting thereto and specifying, in detail, the basis for each such other period agreed objection and the amount in dispute (“Notice of Objection”), such Closing Statement and the final Purchase Price resulting therefrom shall be binding upon Purchaser and the Sellers. Any Notice of Objection shall specify in reasonable detail the nature and amount of any disagreement so asserted. If a timely Notice of Objection is received by the Buyer Purchaser, then the Closing Statement (as revised in accordance with clause (1) or (2) below) shall become final and binding upon the parties on the earlier of (1) the date the Seller Representative and the SellerPurchaser resolve in writing any differences they have with respect to any matter specified in the Notice of Objection and (2) the date any matters in dispute are finally resolved in writing by the Accounting Firm (as defined below). The resolution During the thirty (30) days immediately following the delivery of a Notice of Objection, the Seller Representative and the Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to any matter specified in the Notice of Objection. During any period of dispute, the Seller Representative shall have full access to the working papers of the Neutral Auditor shall be Purchaser, the Company, the Subsidiaries of the Company and their respective representatives relating to the matters set forth in a written statement delivered the Notice of Objection. At the end of such thirty-day period, the Seller Representative and the Purchaser shall submit to each PricewaterhouseCoopers for review and resolution of any and all matters (but only such matters) which remain in dispute and which were included in the Buyer Notice of Objection, provided that if PricewaterhouseCoopers is unwilling or unable to accept such engagement, the Purchaser and the Seller and Representative shall be finalselect by lot a national accounting firm (which shall exclude any accounting firm that provides, bindingor within the past three (3) years has provided, conclusive and non-appealable for all purposes hereundermaterial services to any of the Company, the Seller Representative or the Purchaser). The Preliminary Statement, once modified and/or agreed Purchaser and the Seller Representative shall instruct the accounting firm ultimately selected under this Section 2.2(b) (the “Accounting Firm”) to review and resolve any and all matters (but only such matters) which remain in dispute and which were included in the Notice of Objection. The Purchaser and the Seller Representative shall instruct the Accounting Firm to make a final determination of the items included in the Closing Statement (to the extent such amounts are in dispute) in accordance with Section 3.4(b) the guidelines and procedures set forth in this Agreement. The Purchaser and the Seller Representative shall cooperate with the Accounting Firm during the term of its engagement. The Purchaser and the Seller Representative shall instruct the Accounting Firm not to assign a value to any item in dispute greater than the greatest value for such item assigned by the Purchaser, on the one hand, or the Seller Representative, on the other hand, or less than the smallest value for such item assigned by the Purchaser, on the one hand, or the Seller Representative, on the other hand. The Purchaser and the Seller Representative shall also instruct the Accounting Firm to make its determination based solely on presentations by the Purchaser and the Seller Representative that are in accordance with the guidelines and procedures set forth in this Section 3.4(cAgreement (i.e., not on the basis of an independent review), . The Closing Statement and the resulting final Purchase Price shall become final and binding on the “Final Statement.” parties hereto on the date the Accounting Firm delivers its final resolution in writing to the Purchaser and the Seller Representative (dwhich final resolution shall be requested by the parties to be delivered not more than forty-five (45) days following submission of such disputed matters). All of the fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance Accounting Firm pursuant to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor this Section 2.2(b) shall be borne by the Party incurring party (i.e., the Seller Representative (on behalf of the Seller Parties), on the one hand, or the Purchaser, on the other hand) that assigned amounts to items in dispute that were, on a net basis, furthest in amount from the amount finally resolved by the Accounting Firm in accordance with this Section 2.2(b), as determined by reference to the final Purchase Price. (By way of example only of the application of the immediately preceding sentence: if (x) the Seller Representative assigns values to the disputed items submitted to the Accounting Firm in accordance with this Section 2.2(b) such cost that the Purchase Price set forth in the Closing Statement would be increased by $500,000 if the Accounting Firm resolved all of the submitted disputes in the Seller Representative’s favor (to the full extent), (y) the Purchaser maintains that the Purchase Price set forth in the Closing Statement is correct and expense(z) the Accounting Firm’s final resolution of the disputed items in accordance with this Section 2.2(b) is that the Purchase Price is increased from the amount set forth in the Closing Statement by more than $250,000 (i.e., more than one half of the difference between the parties’ respective total disputed amounts), then the Purchaser would pay all of the fees and expenses of the Accounting Firm incurred by the parties under this Section 2.2(b).) (ec) If the Closing Date Net Working Capital final Purchase Price (as stated on finally determined pursuant to Section 2.2(b)) is greater than the Final Statement exceeds $22,400,000Estimated Purchase Price, then the outstanding principal amount of Purchaser shall pay the Note shall be increased by an amount equal difference to the excess Seller Representative, and Seller Representative shall have the sole obligation to distribute the difference to the Sellers in accordance with the Pro Rata Share (Sellers) of such Closing Date Net Working Capital over $22,400,000each Seller. If the Closing Date Net Working Capital final Purchase Price (as stated on the Final Statement finally determined pursuant to Section 2.2(b)) is less than $21,800,000the Estimated Purchase Price, then an amount equal the Seller Representative (on behalf of the Seller Parties, from the Seller Indemnity Holdback Amount) shall pay the difference to the excess Purchaser in accordance with the Pro Rata Share (Seller Parties) of $21,800,000 over such Closing Date Net Working Capital each Seller Party and subject to the following sentence. Such payments (by wire transfer of immediately available funds), in the case of an adjustment in favor of the Sellers or the Purchaser shall be applied delivered as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any follows: (i) increase if no Notice of Objection is delivered by Seller Representative, within three (3) Business Days of the outstanding principal amount earlier of the Note expiration of the thirty-day period for delivery of such Notice of Objection and the date of delivery by Seller Representative of a notice that the Closing Statement will be accepted without objection; or (ii) offset againstif a Notice of Objection is delivered by Seller Representative, within three (3) Business Days after the date the Purchase Price is finally determined pursuant to Section 2.2(b). Any payments owed to Sellers by Purchaser under this Section 2.2(c) shall be deposited in an account or deemed prepayment ofaccounts designated by the Seller Representative, and any payments owed to Purchaser by the outstanding principal amount Seller Parties under this Section 2.2(c) shall be deposited in an account or accounts designated by the Purchaser. (d) The Purchaser agrees that following the Closing it will not take any actions with respect to the Company’s and its Subsidiaries’ accounting books, records, policies and procedures that would obstruct or prevent the Seller Representative’s preparation of any Notice of Objection as provided in this Section 2.2 or the final resolution of any disputes relating to the determination of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the final Purchase Price.

Purchase Price Adjustment. (a) Within sixty (60) 60 calendar days after the Closing Date, the Buyer shall prepare and deliver to the Seller a preliminary statement reflecting the Cash Purchase Price and the calculation thereof (the “Preliminary "Final Statement”) of the Net Working Capital, determined as of the effective time of the Closing and in accordance with GAAP (the “Closing Date Net Working Capital”"). The Seller and its Affiliates Buyer shall provide the Seller with access to copies of all work papers and other relevant documents to verify the entries contained in the Final Statement. The Seller shall have a period of 15 calendar days after delivery to it of the Final Statement to review it and make any objections the Seller may have in writing to the Buyer. If written objections to the Final Statement are delivered to the Buyer within such 15 day period, then the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller shall attempt to resolve the matter or matters in dispute. If no written objections are made within the time period provided above, the Buyer shall pay to the extent they are reasonably necessary for Seller in same day funds the preparation ofaggregate amount, or relate if any, by which the Cash Purchase Price exceeds the Closing Payment and the Seller shall pay to the matters covered byBuyer in same day funds the aggregate amount, if any, by which the Preliminary StatementClosing Payment exceeds the Cash Purchase Price, Final Statement and Closing Date Net Working Capitalin each case within five calendar days after the end of such 15 day period. (b) The Seller shall have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection (the “Objection Notice”) disputes with respect to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Final Statement proposed cannot be resolved by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shallwithin 15 calendar days after the delivery of the objections to the Final Statement, for a period of fifteen (15) days thereafter (then the “Resolution Period”), attempt specific matters in good faith dispute shall be submitted to resolve the matters properly contained therein, and any written resolution, signed Arthxx Xxxexxxx XXX or such other independent accounting firm as may be approved by each of the Buyer and the Seller, which firm shall render its opinion as to any such matter shall be finalmatters. Based on such opinion, binding, conclusive and non-appealable for all purposes hereunder. Except such independent accounting firm will then send to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely its determination on the written submissions of specific matters in dispute, which determination shall be final and binding on the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Periodparties hereto. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) Within five calendar days after its engagement or delivery of such other period agreed upon by opinion to the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of , the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance pay to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Price.Seller

Purchase Price Adjustment. (a) Within sixty (60) 90 calendar days after the Closing Date, Buyer and the Buyer Shareholder Representative shall deliver to jointly prepare a statement reflecting the Seller a preliminary statement Purchase Price and the calculation thereof (the “Preliminary "Final Statement”) of the Net Working Capital, determined as of the effective time of the Closing and in accordance with GAAP (the “Closing Date Net Working Capital”"). The Seller and its Affiliates Buyer shall provide the Shareholder Representative with access to copies of all work papers and other relevant documents to prepare and verify the entries contained in the Final Statement. Within ten calendar days following agreement between Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller Shareholder Representative as to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capital.Final (b) The Seller shall have thirty (30) days If disputes with respect to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect preparation of the Preliminary StatementFinal Statement arise, then the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including either party may submit the specific items proposed matters in dispute to Ernst & Young or such other nationally recognized independent accounting firm in Canada as may be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the approved by Buyer and the Seller shallShareholder Representative, for a period of fifteen (15) days thereafter (the “Resolution Period”)which firm shall render its opinion as to such matters. Based on such opinion, attempt in good faith such independent accounting firm will then send to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the SellerShareholder Representative its determination on the specific matters in dispute within 30 days of the submission of all facts regarding the dispute to such independent accounting firm, as to any such matter which determination shall be finalfinal and binding on the parties hereto. Within five calendar days after delivery of such opinion to Buyer and the Shareholder Representative, bindingBuyer shall pay to Shareholders, conclusive in the same proportions as the Shareholders received the Estimated Purchase Price, the amount, if any, by which the Purchase Price exceeds the Estimated Purchase Price and non-appealable for all purposes hereunderthe Shareholders, in the same proportions as the Shareholders received the Estimated Purchase Price, shall reimburse Buyer the amount, if any, by which the Estimated Purchase Price exceeds the Purchase Price. Except The fees and other costs charged by each party's own independent accounting firm shall be borne by such party and the fees and other costs charged by the independent accounting firm shall be borne by Buyer, on the one hand, and the Shareholders, on the other hand, equally. Unless the Buyer is directed by the Shareholder Representative to make any payments to the extent properly challenged Shareholders in an Objection Notice as provided in a different manner, Buyer shall make any payments pursuant to this Section 3.4(b)section to Reynolds, or in the event the Seller does not deliver an Objection Notice Mirth, Richxxxx & Xarmxx, xxunsel to the Buyer in accordance with this Section 3.4(b) prior Shareholders, who shall be responsible for the distribution of such payments to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunderShareholders. (c) If, at the conclusion The calculation of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit Purchase Price for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each purposes of the Seller Final Statement shall be based on a combined consolidated balance sheet of BMW Monarch and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act BMW Pump as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Periodmonth during which the Closing occurs (the "Closing Balance Sheet"). The Buyer and the Seller Closing Balance Sheet shall direct the Neutral Auditor to render be prepared in a reasoned written resolution of all such disputed matters, in accordance manner consistent with the foregoing, within thirty March 31 Balance Sheet. For purposes of preparing the Closing Balance Sheet (30i) days after its engagement or such other period agreed upon all intercompany transactions by the Buyer and the Seller. The resolution between BMW Monarch and BMW Pump shall be eliminated and (ii) all indebtedness owed to any of the Neutral Auditor Shareholders or any affiliates of any Shareholders shall be set forth in a written statement delivered to each eliminated. In addition, for purposes of preparing the Buyer and the Seller and Closing Balance Sheet, (i) there shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except included as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by a liability an amount equal to 30% of any increase in Net Assets applicable to BMW Monarch from that which existed at Marcx 00, 0000, (xx) xxx intercompany and intraparty transactions and balances including sales, purchases and expenses, assets and liabilities between BMW Monarch and BMW Pump or any Subsidiary, Affiliate or Shareholder shall be eliminated, (iii) any unpaid or accrued bonuses and management fees shall be fully accrued as liabilities, including any Tax withholding relating thereto, (iv) all accrued and unpaid fees of any investment bankers, legal advisors, accountants or other consultants or Persons providing services to any of the excess Companies or their respective Subsidiaries shall be fully accrued as a liability of such Closing Date Net Working Capital over $22,400,000. If BMW Monarch or BMW Pump as of the Closing Date Net Working Capital as stated on notwithstanding that such obligations may not be required to be paid or accrued under GAAP until the Final Statement is less than $21,800,000Closing or after the Closing, then an amount equal (v) there shall not be any increases in assets due to the excess recognition of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset againstany non-cash income after March 31, 1997, other than in connection with sales of products and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Price.services in the

Purchase Price Adjustment. (a) Within sixty (60) 60 days after the Closing, the Seller shall prepare and deliver to the Purchaser (i) a balance sheet for the Business as of June 30, 2005, August 31, 2005, and the Closing Date, (ii) a cash flow statement for the Buyer shall deliver to Business for the Seller a preliminary statement period from September 1, 2005 through the Closing Date (collectively, the “Preliminary StatementBusiness Financial Information”), and (iii) a calculation of the Net Working Capital, determined as of Adjusted Purchase Price. In the effective time of event that the Adjusted Purchase Price is greater than the Closing and in accordance with GAAP (Purchase Price, the “amount of such difference shall be paid by Purchaser to Seller. In the event that the Closing Date Net Working Capital”). The Seller and its Affiliates Purchase Price is greater than the Adjusted Purchase Price, the amount of such difference shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of be paid by the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working CapitalPurchaser. (b) The If within 15 days following delivery of the Business Financial Information and calculation of Adjusted Purchase Price, the Purchaser has not given the Seller written notice of its objection to the calculation of Adjusted Purchase Price (which notice shall state the basis of the Purchaser's objection, such notice being referred to herein as the “Dispute Notice”), then the calculation of Adjusted Purchase Price shall be final and binding on the parties, and the Purchaser or Seller, as the case may be, shall make the payment to the other party contemplated in Section 1.3(a). (c) If the Purchaser delivers to the Seller the Dispute Notice, the Purchaser and the Seller shall have thirty (30) days attempt to review resolve in good faith any disputed items during the Preliminary Statement from 15-day period subsequent to the date Seller's receipt of its receipt thereof the Dispute Notice. If, after such 15-day period, the Seller and the Purchaser cannot resolve such dispute, the unresolved disputed items will be referred to a nationally-recognized firm of certified public accountants as the Seller and the Purchaser may designate (the “Review PeriodAccounting Firm”). If Such referral shall be in the Seller objects to any aspect form of the Preliminary Statement, then the Seller must deliver a written notice statements of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed position by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice Purchaser to the Buyer prior Accounting Firm, with each party having the opportunity to respond to such written statements and any requests for statements or information that may be made by the expiration Accounting Firm. The Accounting Firm shall as promptly as practicable (and in any event within 30 days) make a final determination of the Review Period Business Financial Information, which determination shall be made on the same basis and applying the same accounting principles, policies and practices that were used in accordance with this preparing the Financial Statements (as defined in Section 3.4(b2.14 below), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each calculation of the Buyer and the Seller, as to any such matter Adjusted Purchase Price which shall be final, binding, conclusive final and non-appealable for all purposes hereunder. Except to binding on the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”)parties. Each of the Seller and the Buyer agrees to execute, if requested by Purchaser shall provide the Neutral Auditor, an engagement letter Accounting Firm with all information and documentation that the Accounting Firm reasonably satisfactory to such Partyrequests in connection with its review of the disputed items. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties Accounting Firm in connection with resolving any dispute hereunder before conducting the Neutral Auditor audit of the Business Financial Information shall be borne (i) by the Party incurring such cost and expense. (e) If Purchaser, in the Closing Date Net Working Capital as stated on event that the Purchase Price calculated using the Final Statement exceeds $22,400,000, then is greater than the outstanding principal amount of Purchase Price as determined using the Note shall be increased original Business Financial Information (the “Original Purchase Price”) by an amount equal to or greater than five percent (5%) of the excess of such Closing Date Net Working Capital over $22,400,000. If Original Purchase Price, (ii) by the Closing Date Net Working Capital as stated on Seller, in the event that the Purchase Price calculated using the Final Statement is less than $21,800,000, then the Original Purchase Price by an amount equal to or greater than five percent (5%) of the excess of $21,800,000 over such Closing Date Net Working Capital Original Purchase Price, or (iii) in all other circumstances, fifty percent (50%) by the Seller and fifty percent (50%) by the Purchaser. (d) All payments required to be made in accordance with this Section 1.3 shall be applied as an offset against, and shall be deemed to be a prepayment of, made within ten days after the outstanding principal amount calculation of the Note. Any (i) increase of Adjusted Purchase Price becomes final and binding on the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, parties pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Price1.3.

Purchase Price Adjustment. (a) Within sixty (60) days after In the Closing Date, the Buyer shall deliver event a difference between accounts receivable attributable to the Seller a preliminary statement Keno Business (the “Preliminary Statement”) of the Net Working Capital"Keno Accounts Receivable"), determined as of the effective time Closing, and accounts payable attributable to the Keno Business ("Keno Accounts Payable"), as of the Closing and Closing, is less than $45,000 as of the Closing, as determined in accordance with GAAP Sections 2.2 (b), (c), (d) and (e), the “Closing Date Net Working Capital”)Purchase Price shall be reduced dollar for dollar by the amount equal to the shortfall, but not below zero. The Seller and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and booksFor example, records and other materials as of the Seller to Closing, if the extent they are reasonably necessary for Keno Accounts Receivable is $45,000 and the preparation of, or relate to the matters covered byKeno Accounts Payable is $15,000, the Preliminary Statement, Final Statement and Closing Date Net Working CapitalPurchase Price would be adjusted by the amount equal to 515,000. (b) The As promptly as practicable following the Closing, but in no event later than 30 days thereafter, Seller shall have thirty (30) days cause to review be prepared and delivered to Buyer a statement setting forth the Preliminary Statement from Keno Accounts Receivable and the Keno Accounts Payable as of the date of its receipt thereof the Closing, as determined by Seller's Chief Financial Officer or Certified Public Accountant and as determined in accordance with the practices used by Seller in the statement setting forth the Keno Accounts Receivable and Keno Accounts Payable as of March 31, 2009 (the “Review Period”). If the Seller objects "March Statement") delivered to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration date of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunderAgreement. (c) During the 30-day period following receipt of the statement required to be delivered by Seller to Buyer in accordance with Section 2.2(b) (the "Statement"), 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 "Notice of Disagreement") to Seller prior to such date. 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 conclusion end of the Resolution Periodsuch 15-day period (or such longer mutually agreed upon period), the Buyer and the Seller Parties hereto have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafterso resolved such differences, the Buyer and the Seller Parties hereto shall submit the dispute for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized an independent accounting firm (the “Neutral Auditor”). Each "Arbiter") for review and resolution of the Seller any and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer all matters which remain in dispute and the Seller and not by independent review) only those matters which were properly included in the Objection such Notice and still in dispute at the end of the Resolution PeriodDisagreement. The Buyer and the Seller Arbiter shall direct the Neutral Auditor to render be a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period mutually acceptable internationally recognized independent public accounting firm agreed upon by the Buyer and the SellerParties hereto in writing. The resolution 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 Neutral Auditor 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 be limit its review to matters set forth in a written statement delivered to each the applicable Notice of the Disagreement. The Arbiter shall notify Buyer and Seller whether or not the Seller 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 finalthe sole and exclusive remedy between Buyer and Seller regarding such computation, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become judgment may be entered upon the “Final Statement.” (d) All fees and expenses determination of the Neutral Auditor shall Arbiter in any court having jurisdiction over the party against which such determination is to be borne equally 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 Seller Arbiter shall, after giving effect to any applicable Adjustment, become final and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by binding on the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expensehereto. (e) If The fees, costs and expenses of the Closing Date Net Working Capital as stated Arbiter shall be paid one-half by Seller, on the Final Statement exceeds $22,400,000one hand, then the outstanding principal amount of the Note shall be increased and one-half by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated Buyer, on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Priceother.

Purchase Price Adjustment. (a) Within sixty (60) 60 days after the Closing Date, the Buyer shall Purchaser will prepare and deliver to the Seller Sellers' Representative a preliminary statement (the “Preliminary Statement”) of the Net Working Capital, determined Capital as of the effective time of Closing Date (the Closing and "AQF CLOSING STATEMENT"), which shall be prepared in accordance with GAAP U.S. generally accepted accounting principles ("GAAP"), treating AQF as a separate entity and using the same methodologies and principles as those used in the preparation of AQF's unaudited consolidated balance sheet as of September 30, 1999 as delivered to the Purchaser (the “Closing Date Net Working Capital”"OFFER BALANCE SHEET"), consistently applied. The Seller Purchaser shall cause AQF and its Affiliates shall respective employees to provide the Buyer Sellers and its representatives with full their independent auditors on-site access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller to the extent they are reasonably necessary for the preparation ofpersonnel, or relate to the properties, books and records of AQF until final resolution of all matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capitalin dispute under this Section 1.3. (b) The Seller shall have thirty (During the 30) days -day period following the date of the Sellers' Representative receipt of the AQF Closing Statement, the Sellers will be permitted to review the Preliminary working papers of the Purchaser relating to the AQF Closing Statement. The AQF Closing Statement from will become final and binding upon the parties on the thirtieth day following the date of its receipt thereof delivery thereof, unless the Sellers' Representative delivers a written notice (the “Review Period”"NOTICE") to the Purchaser prior to such thirtieth day which specifies in reasonable detail the amount by which and the reasons it believes particular line items in the AQF Closing Statement either contain mathematical errors or were not prepared in accordance with the methodology specified in the first sentence of Section 1.3(a) and Section 1.3(e). The Notice shall not specify any basis for disagreement with the AQF Closing Statement other than as set forth in the preceding sentence. (c) If the Seller objects to any aspect of the Preliminary StatementSellers' Representative delivers a Notice in accordance with Section 1.3(b), then the Seller must deliver a written notice of objection (Purchaser and the “Objection Notice”) to Sellers' Representative shall, during the Buyer 30-day period beginning on or prior to the expiration date of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration Purchaser's receipt of the Review Period in accordance with this Section 3.4(b)Notice, the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt seek in good faith to resolve the matters properly contained therein, and in writing any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to differences which they may have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed the matters properly contained specified in the Objection Notice. If the Purchaser and the Sellers' Representative are unable to resolve all of the Sellers' Representative objections within such 30-day period, then within ten such unresolved objections shall be submitted to the New York office of Xxxxxx Xxxxxxxx LLP (10the "THIRD PARTY ACCOUNTANT") days thereafter, the Buyer for review and the Seller shall submit for final and binding resolution such of any and all matters remaining which remain in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters which were properly included in the Objection Notice and still in dispute at the end of the Resolution PeriodNotice. The Buyer Purchaser and the Seller Sellers' Representative shall direct use reasonable efforts to cause the Neutral Auditor Third Party Accountant to render a reasoned written resolution decision resolving the matters in dispute within 45 days following the submission of all such disputed mattersmatter to the Third Party Accountant for decision following such briefing and other procedures as the Third Party Accountant shall establish. The fees and expenses of the Third Party Accountant shall be borne by the non-prevailing party as determined by the Third Party Accountant. (d) Within ten days after (x) the AQF Closing Statement becomes final pursuant to Section 1.3(b), (y) the Purchaser and the Sellers' Representative reach agreement pursuant to Section 1.3(c) or (z) the Third Party Accountant renders its final decision pursuant to Section 1.3(c), a final adjustment to the Purchase Price will be made as follows: If the Working Capital of AQF as of the Closing Date as finally determined pursuant to Section 1.3(b) or (c) ("FINAL WORKING CAPITAL") exceeds Estimated Working Capital, then (x) the Purchaser will pay to the Sellers and the Trust the amount of such excess, as follows: to each of the Nutcracker Trustee, HB L.P. and Alberta Ltd, 30% of such excess and to each of Xxxxxxx X. Xxxxxxxxx and the Trust, 5% of such excess, and (y) the Working Capital Escrow Amount will be released to the Sellers and the Trust in accordance with the terms of the Escrow Agreement. If it is finally determined that Estimated Working Capital exceeds Final Working Capital, then (x) the Purchaser shall collect, in accordance with the foregoingterms of the Escrow Agreement, within thirty from the Escrow Subaccount (30as defined in the Escrow Agreement) days after its engagement or such other period agreed upon by the Buyer of each Seller and the Seller. The resolution Trust the amount of such excess as follows: from the Neutral Auditor shall be set forth in a written statement delivered to Escrow Subaccount of each of the Buyer Nutcracker Trustee, HB L.P. and Alberta Ltd, 30% of such excess and from the Escrow Subaccount of each of Xxxxxxx X. Xxxxxxxxx and the Seller Trust, 5% of such excess, and shall (y) any remaining amount of the Working Capital Escrow Amount will be final, binding, conclusive released to the Sellers and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to the Trust in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses terms of the Neutral Auditor shall Escrow Agreement. If it is finally determined that Estimated Working Capital is equal to Final Working Capital, then the Working Capital Escrow Amount will be borne equally by released to the Seller Sellers and the Buyer, and each Trust in accordance with the terms of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expenseEscrow Agreement. (e) If For purposes of Sections 1.2(b) and 1.3, "Working Capital" means, as of a specified date, the amount by which (i) the current assets of AQF exceed or are less than (ii) its current liabilities determined in accordance with GAAP, treating AQF as a separate entity and using the same methodologies and principles as were used in the preparation of the Offer Balance Sheet, consistently applied, and without giving effect to the Purchaser's acquisition of AQF, PROVIDED that the calculation of Working Capital as of the Closing Date Net shall give effect to (x) the cancellation of the Options and payment to the holders thereof pursuant to Section 1.2(c), (y) the lapse of restrictions applicable to Shares held by Xxxxxxx X. Xxxxxxxxx, and (z) any expenses paid in cash at or prior to the Closing pursuant to Section 8.5, assuming for the purpose of the foregoing clauses (x) and (y) that all amounts in the Escrow Account (other than any amounts released to the Purchaser pursuant to Section 1.3(d)) are paid to the Sellers and the Trust. For the avoidance of doubt, the calculation of Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net shall reflect the Tax benefit (excluding any withholding tax liability) arising out of the items set forth in the foregoing clauses (x) and (y) and shall, in any event, exclude the Tax benefit arising out of the item set forth in the foregoing clause (z). The parties agree that the adjustment contemplated by Sections 1.2(b) and (c) and 1.3(a) - (e) is intended only to reflect the change, if any, in Working Capital from September 30, 1999 to and including the Closing Date. The scope of the disputes to be resolved by the Third Party Accountant is limited to whether such calculations were done in accordance with GAAP, treating AQF as a separate entity and using the same methodologies and principles as were used in the preparation of the Offer Balance Sheet, consistently applied, and without giving effect to the Purchaser's acquisition of AQF, and whether there were mathematical errors in the AQF Closing Statement, and the Third Party Accountant is not to make any other determination, including any determination as to whether Working Capital as stated on the Final Statement is less than of September 30, 1999 was in fact $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Price12,148,000.

Purchase Price Adjustment. (a) Within sixty (60) days after the Closing Date, the The Buyer shall deliver have notified the Seller in writing (the "Revenue Dispute Notice") prior to the date hereof if, following and based upon its due diligence investigation of the Seller, it determines in good faith that the net patient revenues for the fiscal quarter ended December 31, 2004 of the Seller a preliminary statement (the “Preliminary Statement”"Net Revenues") are less than $1,738,029 (the "Revenues Target") and the amount of such shortfall. The Revenue Dispute Notice shall also set forth and explain in reasonable detail, any differences between the Buyer's calculation of the Net Working Capital, determined as Revenues and the Seller's calculation of the effective time of the Closing and in accordance with GAAP (the “Closing Date Net Working Capital”). The Seller and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of Revenues previously furnished by the Seller to the extent they are reasonably necessary for Buyer. In the preparation of, or relate event no Revenue Dispute Notice is given prior to the matters covered by, execution and delivery of this Agreement by all of the Preliminary Statement, Final Statement and Closing Date Net Working Capitalparties hereto then no Purchase Price adjustment shall made pursuant to this Section 3.5. (b) The Seller shall have thirty (30) days to review the Preliminary Statement from the date of its Upon receipt thereof (the “Review Period”). If the Seller objects to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Revenue Dispute Notice, then within ten (10) days thereafterif any, the Buyer and the Seller shall submit for resolution such matters remaining negotiate in dispute good faith to PricewaterhouseCoopers LLCresolve any disagreement with respect to the Net Revenues set forth in the Revenue Dispute Notice. To the extent the Buyer and the Seller are unable to resolve any disagreement with respect to the Net Revenues within ten (10) days after receipt by the Buyer of the Revenue Dispute Notice, or if such firm is unavailable or unwilling to so serve, to the Buyer and the Seller shall promptly select a mutually acceptable nationally recognized independent public accounting firm (the “Neutral Auditor”). Each with no material relationship to any of the Buyer, the Seller or Parent, or any Affiliate thereof, and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory submit their dispute to such Party. The Neutral Auditor shall act accounting firm for a final and binding resolution as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Periodpromptly as practicable. The Buyer and the Seller shall direct agree that the Neutral Auditor to render a reasoned written resolution determination of all such disputed mattersaccounting firm will be final and binding, and that judgment may be entered thereon in any court having jurisdiction. The Net Revenues as determined by such accounting firm in accordance with the foregoingherewith, within thirty (30) days after its engagement or such other period as otherwise agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of Seller or deemed agreed upon by the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed pursuant to in accordance with Section 3.4(b) or this Section 3.4(c), shall become 3.5(b) will be deemed the “"Final StatementNet Revenues.” (d) All " One-half of the fees and expenses of any accounting firm selected by the Neutral Auditor shall Buyer and the Seller pursuant to and in accordance with this Section 3.5(b) will be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall one-half will be borne by the Party incurring such cost and expenseBuyer. (ec) If the Closing Date Final Net Working Capital as stated on the Final Statement exceeds $22,400,000, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement Revenues is less than $21,800,000the Revenues Target, then an the Purchase Price set forth in Section 3.1 shall be decreased by the product of (A) such deficiency and (B) 1.7016, and the Seller will pay such amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount Buyer within two (2) business day of the Note. Any (i) increase determination of the outstanding principal amount Final Net Revenues by wire transfer of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant immediately available funds to this Section 3.4 will be treated a bank account designated by the Parties as an adjustment Buyer in writing to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase PriceSeller.

Purchase Price Adjustment. The Purchase Price shall be subject to adjustment following the Closing as follows: (a) Within sixty (60) As soon as practicable, but in no event later than 60 calendar days after the Closing Date, the Buyer shall deliver to the Seller Sellers’ Representative the Closing Balance Sheet. The Closing Balance Sheet shall be accompanied by a preliminary statement (the “Preliminary Statement”) report setting forth a calculation of the Net Working CapitalCapital and Unrestricted Cash, determined in each case, based on the Company’s consolidated financial results as set forth in the Closing Balance Sheet (the Closing Balance Sheet together with such report, collectively, the “Buyer’s Report”). During the preparation of the effective time Buyer’s Report by the Buyer and the period of any dispute with respect to the application of this Section 3.1(a), each party shall cooperate with the others to the extent reasonably requested by such parties to prepare the Closing Balance Sheet or to investigate the basis for any dispute, as applicable. The Buyer’s Report shall be examined by the Sellers’ Representative, and the Sellers’ Representative shall, not later than 30 calendar days after receipt of the Closing and in accordance with GAAP Buyer’s Report, render a report thereon (the “Closing Date Net Working CapitalBalance Sheet Report”). The Seller Closing Balance Sheet Report shall list those items, if any, to which the Sellers’ Representative takes exception and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capital. (b) The Seller shall have thirty (30) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”)Sellers’ Representative’s proposed adjustment. If the Seller objects Sellers’ Representative fails to any aspect of the Preliminary Statement, then the Seller must deliver a written notice of objection (the “Objection Notice”) to the Buyer on or prior to the expiration Closing Balance Sheet Report within 30 calendar days following receipt of the Review Period. The Objection Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefor, including the specific items proposed to be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b)Buyer’s Report, the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller Sellers’ Representative shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If accepted the Closing Date Net Working Capital as stated on Balance Sheet for the Final Statement exceeds $22,400,000, then the outstanding principal amount purposes of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an any adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Price.Price under Section 3.1

Purchase Price Adjustment. (a) Within sixty (60) The Buyer shall within 45 calendar days after the Closing Date, the Buyer shall deliver prepare or cause to be prepared a balance sheet of the Seller a preliminary statement (the “Preliminary Statement”) of the Net Working Capital, determined as of the effective time of the Closing Date (the "Statement") and shall deliver such Statement to the Representative. The Buyer shall provide the Representative with access to copies of all work papers and other relevant documents to verify the information contained in the Statement. The Statement shall be prepared in accordance with GAAP (the “Closing Date Net Working Capital”)GAAP. The Seller Representative shall have a period of 10 calendar days after delivery to him of the Statement to review it and its Affiliates shall provide make any objections in writing to the Buyer. If written objections to the Statement are delivered to the Buyer within such 10-day period, then the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice the Representative shall attempt to such personnel and books, records and other materials of resolve the Seller to matter or matters in dispute. If no written objections are made within the extent they are reasonably necessary for the preparation of, or relate to the matters covered bytime period provided above, the Preliminary Statement, Final Statement shall become final and Closing Date Net Working Capitalbinding on the parties hereto and the Purchase Price shall be adjusted as described in clause (c) below. (b) The Seller shall have thirty (30) If disputes with respect to the Statement cannot be resolved by the Buyer and the Representative within 15 calendar days to review after the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect delivery of the Preliminary objections to the Statement, then either party with notice to the Seller must deliver a written notice of objection (other party may submit the “Objection Notice”) specific matters in dispute to Ernst & Young LLP or such other recognized independent accounting firm as may be approved by the Buyer and the Representative, which firm shall render its opinion as to such matters. Based on such opinion, such accounting firm will then send to the Buyer and the Representative its determination in writing on or prior the specific matters in dispute, including any resulting revisions to the expiration of Statement, which determination shall be final and binding on the Review Periodparties hereto. The Objection Notice Statement, including revisions, if any, made by such accounting firm, shall specify then become final and binding on the parties hereto and the Purchase Price shall be adjusted as described in reasonable detail any adjustment to the Preliminary Statement proposed clause (c) below. The fees and other costs charged by the Seller and the basis therefor, including the specific items proposed to independent accounting firm shall be adjusted and the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration of the Review Period in accordance with this Section 3.4(b), borne by the Buyer and the Seller shallequally. (c) At the time the Statement becomes final and binding on the parties hereto: (i) The Buyer will pay the Seller an amount equal to (A) the amount, for a period of fifteen if any, by which the Closing Date Working Capital exceeds the Target Working Capital, less (15B) days thereafter the amount, if any, by which the Target Working Capital exceeds the Closing Date Working Capital, plus (C) the “Resolution Period”)amount, attempt in good faith if any, by which the Target Debt exceeds the Closing Date Debt, less (D) if the Closing Date Debt exceeds the Target Debt, an amount equal to resolve (1) the matters properly contained thereinamount, and any written resolutionif any, signed by each which the Closing Date Debt exceeds the Target Debt less (2) the amount, if any, by which the Closing Date Gross Book Value of the Buyer and Equipment exceeds the SellerTarget Gross Book Value of the Equipment. Notwithstanding the foregoing, as if the amount resulting from the calculation set forth in the immediately preceding sentence is equal to any such matter or less than zero, no payment shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except made by the Buyer to the extent properly challenged in an Objection Notice as provided in Seller pursuant to this Section 3.4(b)1.5. (ii) The Seller will pay the Buyer an amount equal to (A) the amount, or if any, by which the Target Working Capital exceeds the Closing Date Working Capital, less (B) the amount, if any, by which the Closing Date Working Capital exceeds the Target Working Capital, plus (C) if the Closing Date Debt exceeds the Target Debt, an amount equal to (1) the amount, if any, by which the Closing Date Debt exceeds the Target Debt less (2) the amount, if any, by which the Closing Date Gross Book Value of the Equipment exceeds the Target Gross Book Value of the Equipment, less (D) the amount, if any, by which the Target Debt exceeds the Closing Date Debt. Notwithstanding the foregoing, if the amount resulting from the calculation set forth in the event immediately preceding sentence is equal to or less than zero, no payment shall be made by the Seller does not deliver an Objection Notice to the Buyer in accordance with pursuant to this Section 3.4(b1.5 (d) prior Any payments made pursuant to the expiration this Section 1.5 shall be made in shares of Common Stock within five days of the Review Perioddate that the Statement becomes final and binding on the parties hereto. The number of shares of Common Stock to be issued or transferred, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) , shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at an amount equal to the conclusion amount of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect payment to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor shall act as an arbitrator to resolve (based solely on the written submissions of the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally made by the Seller and or the Buyer, as the case may be, divided by the Average Closing Price. Any payments to be made by the Seller pursuant to this Section 1.5 shall be made first from the Escrowed Shares and each of them shall promptly advance then, as necessary, from the other Weatxxxxxxx Xxxres issued to the Neutral AuditorSeller at Closing. Within five Business Days of the date any such payment is made, upon its requestWeatxxxxxxx xxxll deliver to the Seller the Escrowed Shares, if any, remaining after any such Party’s share of such fees and expensespayment. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor Any payments made pursuant to this Section 1.5 shall be borne by deemed to be adjustments to the Party incurring such cost and expensePurchase Price. (e) If For purposes of preparing the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000Statement, then the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Working Capital over $22,400,000. If the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment increases in the carrying value of any assets of the Seller by virtue of any adjustments made after December 31, 1998 and (ii) there shall be no increases in the assets of the Seller due to the Purchase Pricerecognition of any non-cash increase after December 31, 1998, other than in connection with sales and dispositions of Inventory in the ordinary course of business.

Purchase Price Adjustment. (a) Within sixty (60) 75 days after the Closing Date, the Buyer Investor shall prepare and deliver to the Seller Noteholders’ Representative a preliminary statement (the “Preliminary Closing Statement”) containing (i) the Company’s determination of the Net actual Closing Working Capital, determined as Capital (including each component thereof) and (ii) a calculation of the effective time Purchase Price based on such actual Closing Working Capital based on the provisions of the Closing Sections 2.2(a)(i) and in accordance with GAAP (the “Closing Date Net Working Capital”2.2(a)(ii). The Seller and its Affiliates shall provide the Buyer and its representatives with full access at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller to the extent they are reasonably necessary for the preparation of, or relate to the matters covered by, the Preliminary Statement, Final Statement and Closing Date Net Working Capital. (b) The Seller Within 75 days following receipt by the Noteholders’ Representative of the Closing Statement, the Noteholders’ Representative shall have thirty deliver written notice to Investor of any dispute it has with respect to the preparation or content of, or any other items or matters set forth in, the Closing Statement (30) days a “Dispute Notice”). Any amount, determination or calculation contained in the Closing Statement and not specifically disputed in a timely delivered Dispute Notice shall be final, conclusive and binding on the parties. If the Noteholders’ Representative does not deliver to review Investor a Dispute Notice within such 75-day period, such Closing Statement will be final, conclusive and binding on the Preliminary Statement from parties. If the date of its receipt thereof Noteholders’ Representative does deliver to Investor a Dispute Notice within such 75-day period, Investor and the Noteholders’ Representative shall negotiate in good faith to resolve each disputed amount, determination, calculation, item or other matter raised therein (the each, a “Review PeriodDisputed Item”). If Investor and the Seller objects Noteholders’ Representative, notwithstanding such good faith effort, fail to any aspect resolve such dispute within 30 days after Investor’s receipt of the Preliminary StatementDispute Notice, then Investor and the Seller must Company shall jointly engage the Accounting Firm to resolve each outstanding Disputed Item. The Accounting Firm shall be instructed by Investor and the Noteholders’ Representative to use every reasonable effort to review and resolve such Disputed Items (acting as an expert and not an arbitrator) and to deliver a written notice report containing its calculation of objection each Disputed Item (in each case, calculated in accordance with this Agreement and determined within the “Objection range of dispute between the Closing Statement and the Dispute Notice”) within 45 days of engagement. All Disputed Items that are resolved between Investor and the Noteholders’ Representative or are determined by the Accounting Firm will be final, conclusive and binding on the parties absent manifest error. Until the Accounting Firm makes its determination of the Closing Working Capital, the costs and expenses of the Accounting Firm shall be borne equally by Investor, on the one hand, and the Company, on the other hand; provided that, upon the issuance of its determination of the Closing Working Capital, any costs and expenses (including costs and expenses previously advanced) of the Accounting Firm shall be borne pro rata by Investor, on the one hand, and the Company, on the other hand, in proportion to the Buyer difference between (x) the Final Purchase Price and (y) the Final Purchase Price that would have resulted from the use of the proposed calculations of Investor, on or prior the one hand, and the Noteholders’ Representative, on the other hand. For example, if the Final Purchase Price that would have resulted based on the Closing Statement delivered by Investor pursuant to Section 2.3(a) was $500,000 less than the Final Purchase Price (as finally determined), but the Final Purchase Price that would have resulted based on the adjustments set forth in the Dispute Notice delivered by the Noteholders’ Representative pursuant to Section 2.3(b) was $250,000 more than the Final Purchase Price (as finally determined), Investor will pay 2/3 of such costs and expenses, and the Company will pay 1/3 of such costs and expenses. Any costs and expenses to be paid by the Company pursuant to this Section 2.3(b) shall be satisfied with a portion of the Escrow Amount , and Investor and the Noteholders’ Representative shall execute and deliver joint written instructions to the expiration Escrow Agent instructing the Escrow Agent to distribute a portion of the Review PeriodEscrow Amount to satisfy such costs and expenses concurrently with the payments that are made pursuant to Section 2.3(e) or Section 2.3(f), as the case may be (or if no such payments are to be made, within five (5) Business Days after the date on which the Final Purchase Price is determined) finally determined pursuant to Section 2.3(c); provided, however, that if the Noteholders’ Representative has not become a party to the Escrow Agreement in accordance with the terms thereof, the Company shall execute and deliver such joint written instructions in lieu of the Noteholders’ Representative, but such joint written instructions shall not be delivered by Investor and/or the Company to the Escrow Agent without the prior written consent of the Noteholders’ Representative (such consent not to be unreasonably withheld, delayed or conditioned). The Objection “Final Statement” shall be deemed to be (i) the Closing Statement if no Dispute Notice shall specify in reasonable detail any adjustment to the Preliminary Statement proposed is delivered by the Seller and Noteholders’ Representative within the basis therefor75-day period specified in this Section 2.3(b), including (ii) the specific items proposed to be Closing Statement if the Noteholders’ Representative notifies Investor in writing that the Noteholders’ Representative agrees with the Closing Statement in its entirety at any time during the 75-day period specified in this Section 2.3(b), or (iii) if a Dispute Notice is delivered by the Noteholders’ Representative within the 75-day period specified in this Section 2.3(b), the Closing Statement as adjusted and by (A) the specific Dollar amount of each such proposed adjustment and an explanation of how such proposed adjustment was calculated. If the Seller delivers an Objection Notice to the Buyer prior to the expiration written agreement of the Review Period Noteholders’ Representative and Investor and/or (B) the written determination of the Accounting Firm. (c) Within five (5) Business Days after the date on which the Closing Statement becomes the Final Statement in accordance with Section 2.3(b), the Initial Purchase Price shall be increased (if the Adjustment Amount as determined in accordance with this Section 3.4(b), 2.3(c) is greater than zero) or decreased (if the Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, Adjustment Amount as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer determined in accordance with this Section 3.4(b2.3(c) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may beis less than zero) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement with respect to all disputed matters properly contained in the Objection Notice, then within ten (10) days thereafter, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested by the Neutral Auditor, an engagement letter reasonably satisfactory to such PartyAdjustment Amount. The Neutral Auditor “Adjustment Amount” shall act as an arbitrator to resolve equal the sum of: (based solely on i) the written submissions of difference between the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, in accordance with the foregoing, within thirty (30) days after its engagement or such other period agreed upon by the Buyer and the Seller. The resolution of the Neutral Auditor shall be Closing Working Capital set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor shall be borne equally by the Seller and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expense. (e) If the Closing Date Net Working Capital as stated on the Final Statement exceeds $22,400,000(the “Final Working Capital”) and the Target Working Capital, then expressed as (A) a positive number if the outstanding principal amount of the Note shall be increased by an amount equal to the excess of such Closing Date Net Final Working Capital over is more than $22,400,000. If 500,000 greater than the Closing Date Net Target Working Capital, (B) a negative number if the Target Working Capital as stated on exceeds the Final Statement Working Capital by more than $500,000 or (C) zero if the Final Working Capital is not more than $500,000 greater or less than $21,800,000the Target Working Capital, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or plus (ii) offset againstthe difference between the Target Working Capital and the Closing Working Capital set forth on the Estimated Closing Statement (the “Estimated Working Capital”), expressed as (A) a negative number if the Estimated Working Capital is more than $500,000 greater than the Target Working Capital, (B) a positive number if the Target Working Capital exceeds the Estimated Working Capital by more than $500,000 or deemed prepayment of, (C) zero if the outstanding principal amount of Estimated Working Capital is not more than $500,000 greater or less than the NoteTarget Working Capital. The Initial Purchase Price, as applicable, so adjusted pursuant to this Section 3.4 will be treated by 2.3(c) (or not adjusted after application of the Parties provisions of this Section 2.3(c)), is referred to herein as an adjustment to the “Final Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase Price”.

Purchase Price Adjustment. (a) Within sixty (60) days Business Days after the Closing Date, the Buyer Seller shall prepare and deliver to the Seller Buyer a preliminary statement (the “Preliminary Statement”) of the Net Working Capital, determined Assets and the Assumed Liabilities as of the effective time close of business on the Closing Date (such statement, the "Closing Statement of Assets and Liabilities"). Buyer shall cooperate with Seller in connection with, and shall furnish to Seller all such information as Seller may reasonably require, in the preparation of the Closing Statement of Assets and in accordance with GAAP Liabilities. The Closing Statement of Assets and Liabilities will be prepared (i) using the “same accounting methods, standards, policies, practices, estimation methodologies, assumptions, procedures and level of prudence as were used to prepare the Financial Statements, and (ii) on the basis of facts existing and events occurring on or before the Closing Date Net Working Capital”)only. The Seller and its Affiliates shall provide In the Buyer and its representatives with full access event that the Closing Date does not occur at all reasonable times and on reasonable advance notice to such personnel and books, records and other materials of the Seller to the extent they are reasonably necessary a financial week or month end for the preparation of, or relate to the matters covered byaccounting purposes, the Preliminary Statement, Final Statement and Closing Date Net Working Capitalparties shall agree on mutually acceptable roll forward or roll back procedures. (b) The parties hereto agree that the procedure set forth herein with respect to the Closing Statement of Assets and Liabilities, and the purchase price adjustment provided herein, are not intended to permit the introduction of different accounting methods, standards, policies, practices, procedures, classifications or estimation methodologies for purposes of determining the asset and liability balances from those used to prepare the Financial Statements. (c) Each party shall provide the other party and its representatives with reasonable access to books and records and relevant personnel during the preparation of the Closing Statement of Assets and Liabilities and the resolution of any disputes that may arise under this Section 4.2. (d) If Buyer disagrees with the determination of the Closing Net Assets as shown on the Closing Statement of Assets and Liabilities, Buyer shall notify Seller shall have thirty in writing of such disagreement within forty-five (3045) days to review the Preliminary Statement from the date of its receipt thereof (the “Review Period”). If the Seller objects to any aspect after delivery of the Preliminary StatementClosing Statement of Assets and Liabilities, then which notice shall describe the Seller must deliver a written notice nature of objection (the “Objection Notice”) to the Buyer on or prior to the expiration of the Review Period. The Objection Notice shall specify any such disagreement in reasonable detail any adjustment to the Preliminary Statement proposed by the Seller and the basis therefordetail, including identify the specific items proposed to be adjusted involved and the specific Dollar dollar amount of each such proposed adjustment disagreement and an explanation provide reasonable supporting documentation for each such disagreement. After the end of how such proposed adjustment was calculatedforty-five (45) day period, Buyer may not introduce additional disagreements with respect to any item in the Closing Statement of Assets and Liabilities or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by Buyer and will be final and binding upon the parties. If During the Seller delivers an Objection Notice forty-five (45) day period of its review, Buyer shall have reasonable access to any documents, schedules or workpapers used in the Buyer prior to the expiration preparation of the Review Period in accordance with this Section 3.4(b), the Closing Statement of Assets and Liabilities. (e) Buyer and the Seller shall, for a period of fifteen (15) days thereafter (the “Resolution Period”), attempt agree to negotiate in good faith to resolve the matters properly contained therein, and any written resolution, signed by each of the Buyer and the Seller, as to any such matter shall be final, binding, conclusive and non-appealable for all purposes hereunder. Except to the extent properly challenged in an Objection Notice as provided in this Section 3.4(b), or in the event the Seller does not deliver an Objection Notice to the Buyer in accordance with this Section 3.4(b) prior to the expiration of the Review Period, the Seller shall be deemed to have agreed to the Preliminary Statement in its entirety, which Preliminary Statement or undisputed portions thereof (as the case may be) shall be final, binding, conclusive and non-appealable for all purposes hereunder. (c) If, at the conclusion of the Resolution Period, the Buyer and the Seller have not reached an agreement disagreement with respect to the Closing Statement of Assets and Liabilities. If Buyer and Seller are unable to resolve all disputed matters disagreements properly contained in the Objection Noticeidentified by Buyer pursuant to Section 4.2(d) within thirty (30) Business Days after delivery to Seller of written notice of such disagreement, then such disagreements shall be submitted for final and binding resolution to a <PAGE> 18 Neutral Accounting Firm to resolve such disagreements (the "Accounting Arbitrator"). The Accounting Arbitrator shall be a Neutral Accounting Firm selected by mutual agreement of Buyer and Seller; provided that (i) if the parties are unable to agree on a Neutral Accounting Firm to act as Accounting Arbitrator, each party shall select a Neutral Accounting Firm and such firms together shall select the Neutral Accounting Firm to act as the Accounting Arbitrator, and (ii) if any party does not select a Neutral Accounting Firm within ten (10) days thereafterof written demand therefor by the other party, the Buyer and the Seller shall submit for resolution such matters remaining in dispute to PricewaterhouseCoopers LLC, or if such firm is unavailable or unwilling to so serve, to a mutually acceptable nationally recognized independent accounting firm (the “Neutral Auditor”). Each of the Seller and the Buyer agrees to execute, if requested Accounting Firm selected by the Neutral Auditor, an engagement letter reasonably satisfactory to such Party. The Neutral Auditor other party shall act as an arbitrator the Accounting Arbitrator. The Accounting Arbitrator will only consider those items and amounts set forth in the Closing Statement of Assets and Liabilities as to resolve (based solely which Buyer and Seller have disagreed within the time periods and on the written submissions of terms specified above and must resolve the Buyer and the Seller and not by independent review) only those matters properly included in the Objection Notice and still in dispute at the end of the Resolution Period. The Buyer and the Seller shall direct the Neutral Auditor to render a reasoned written resolution of all such disputed matters, matter in accordance with the foregoingterms and provisions of the Agreement and shall deliver to Buyer and Seller, as promptly as practicable and in any event within thirty (30) days 60 Business Days after its engagement or appointment, a written report setting forth the resolution of any such other period agreed upon disagreement determined in accordance with the terms of this Agreement. The Accounting Arbitrator shall make its determination based solely on presentations and supporting material provided by the parties and not pursuant to any independent review. The determination of the Accounting Arbitrator shall be final and binding upon Buyer and the Seller. The resolution fees, expenses and costs of the Neutral Auditor shall be set forth in a written statement delivered to each of the Buyer and the Seller and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The Preliminary Statement, once modified and/or agreed to in accordance with Section 3.4(b) or this Section 3.4(c), shall become the “Final Statement.” (d) All fees and expenses of the Neutral Auditor Accounting Arbitrator shall be borne equally one-half by the Seller Buyer and the Buyer, and each of them shall promptly advance to the Neutral Auditor, upon its request, such Party’s share of such fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred one-half by the Parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the Party incurring such cost and expenseSeller. (ef) If the Closing Date Net Working Capital Assets as stated finally determined in accordance with this Section 4.2 are less than $9,361,000, the Purchase Price shall be decreased on a dollar-for-dollar basis by the Final Statement exceeds $22,400,000, then the outstanding principal amount of such shortfall, and if the Note Closing Net Assets are greater than $9,361,000, the Purchase Price shall be increased on a dollar-for-dollar basis by the amount of such excess. (g) If any adjustment under this Section 4.2 results in a reduction in the Purchase Price, Seller shall pay to Buyer the amount of such reduction, and if any adjustment results in an increase in the Purchase Price, Buyer shall pay to Seller the amount of such increase, in each case, by wire transfer of immediately available funds to an account designated by the party receiving payment within five (5) Business Days after the final determination of the amount of such reduction or increase in Purchase Price, plus interest on the amount of such reduction or increase from the Closing Date to the date of such payment thereof at the per annum rate equal to the excess rate announced by Citibank, N.A. in the City of such Closing Date Net Working Capital over $22,400,000. If New York as its base rate in effect on the Closing Date Net Working Capital as stated on the Final Statement is less than $21,800,000, then an amount equal to the excess of $21,800,000 over such Closing Date Net Working Capital shall be applied as an offset against, and shall be deemed to be a prepayment of, the outstanding principal amount of the Note. Any (i) increase of the outstanding principal amount of the Note or (ii) offset against, or deemed prepayment of, the outstanding principal amount of the Note, as applicable, pursuant to this Section 3.4 will be treated by the Parties as an adjustment to the Purchase Price. If the Closing Date Net Working Capital as stated on the Final Statement is greater than or equal to $21,800,000 and less than or equal to $22,400,000, then there shall be no adjustment to the Purchase PriceDate.