Common use of Purchase Price Adjustments Clause in Contracts

Purchase Price Adjustments. (a) By not later than the end of the fourth business day prior to the Closing Date, Seller shall deliver to Purchasers a statement (the "Pre-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Seller.

Purchase Price Adjustments. The Purchase Price is to be adjusted pursuant to the procedures set forth in Section 2.3 and this Section 2.4 (the "Purchase Price Adjustments"): (a) By not later Not more than the end of the fourth business day three (3) days prior to the Closing Date, Seller shall deliver to Purchasers Buyer a statement certificate (the "Pre-Closing Statement") executed on behalf of Seller by its Chief Executive Officer and Chief Financial Officer, dated the date of its delivery, stating that there has been conducted under the supervision of such officers a review of all relevant information and data then available and setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates best estimate by Seller of Net (i) Working Capital (the "Estimated Net Closing Date Working Capital"), Cash on Hand ("ii) Estimated Cash on Hand"Closing Date Cash, (iii) Estimated Transaction Costs, and (iv) Estimated Deferred Revenue (in the case of clauses (i), Indebtedness ("Estimated Indebtedness"ii) and Transaction Expenses ("Estimated Transaction Expenses"iv), as of 11:59 p.m. Central Standard Time on the day immediately preceding the Closing Date, provided that all transactions contemplated by this Agreement occurring on the Closing Date but prior to Closing, including the payments made pursuant to Sections 3.2(b) and (c) , shall be deemed to have occurred as of 11:58 p.m. Central Standard Time on the resulting calculation of day immediately preceding the Estimated Purchase PriceClosing Date), and a schedule any adjustment in the Purchase Price required pursuant to Sections 2.3(a)(ii), (the “Option Consideration Schedule”iii), (iv), or (v) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be all in reasonable detail prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Agreed Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000applicable. (b) Within 90 days after As promptly as practicable (but not later than 30 days) following the Closing Date, Purchaser1 will Buyer shall: (i) prepare, in accordance with the Agreed Accounting Principles, a consolidated balance sheet of the Company as of 11:59 p.m. Central Standard Time on the day immediately preceding the Closing Date (the "Preliminary Closing Date Balance Sheet"); and (ii) deliver to Seller the Preliminary Closing Date Balance Sheet and a written statement setting forth Purchasers' good faith in reasonable detail Buyer's calculation of Net (A) Working Capital, Cash (B) Cash, (C) Transaction Costs, and (D) Deferred Revenue, in the case of clauses (A), (B) and (D), as of 11:59 p.m. Central Standard Time on Handthe day immediately preceding the Closing Date (provided that all transactions contemplated by this Agreement occurring on the Closing Date but prior to Closing, Indebtedness including the payments made pursuant to Sections 3.2(b) and Transaction Expenses and (c), shall be deemed to have occurred as of 11:58 p.m. Central Standard Time on the resulting Final Purchase Price day immediately preceding the Closing Date (the "Preliminary Closing Statement"). The . (c) Seller may, within 30 days after the date of receipt of the Preliminary Closing Statement shall be prepared Date Balance Sheet and Preliminary Closing Statement, deliver to Buyer a written statement setting forth its objections thereto, together with a summary of the reasons therefor and calculations which, in accordance with its view, are necessary to eliminate such objections. In the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicableevent Seller does not so object within such 30 day period, the Applicable Accounting Principles. After delivery of Preliminary Closing Date Balance Sheet, the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shallcalculations of Working Capital, Cash, Transaction Costs and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting Deferred Revenue set forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be finalfinal and binding for purposes of this Agreement as the "Closing Date Balance Sheet," the "Closing Statement," "Closing Date Working Capital," "Closing Date Cash," "Closing Date Transaction Costs," and "Closing Date Deferred Revenue" respectively. In the event Seller so objects within such 30-day period, binding Buyer and non-appealable Seller shall use their reasonable efforts to resolve by written agreement (the parties hereto. If an Objections "Agreed Adjustments") any differences as to the Preliminary Closing Date Balance Sheet, the Preliminary Closing Statement is delivered to Purchaser1 within 45 days after Seller's receipt and the calculations of Working Capital, Cash, Transaction Costs and Deferred Revenue set forth in the Preliminary Closing Statement and, in the event Seller and Buyer so resolve any such differences, the Preliminary Closing Date Balance Sheet and Preliminary Closing Statement, and the calculations of Working Capital, Cash, Transaction Costs and Deferred Revenue set forth in the Preliminary Closing Statement, shall be final and binding for purposes of this Agreement as the "Closing Date Balance Sheet," the "Closing Statement," "Closing Date Working Capital," "Closing Date Cash," "Closing Date Transaction Costs," and "Closing Date Deferred Revenue" respectively, in each case as adjusted by the Agreed Adjustments. In the event any objections raised by Seller are not resolved by Agreed Adjustments within 15 days after Seller advises Buyer of Seller's objections, then Buyer and Purchaser1 Seller shall negotiate in good faith submit the objections that are then unresolved to a national accounting firm acceptable to both Buyer and Seller, and such firm (the "Accounting Firm") shall be directed by Buyer and Seller to resolve the unresolved objections (solely as to whether any disputed matter had been determined in a manner inconsistent with the Agreed Accounting Principles and whether there exist any mathematical errors) as promptly as reasonably practicable and to deliver written notice to each of Buyer and Seller setting forth its resolution of the disputed matters. The Preliminary Closing Date Balance Sheet and Preliminary Closing Statement, and the calculations of Working Capital, Cash, Transaction Costs and Deferred Revenue set forth in the Objections Statement Preliminary Closing Statement, shall be final and if they do not reach a final binding for purposes of this Agreement as the "Closing Date Balance Sheet," the "Closing Statement," "Closing Date Working Capital," "Closing Date Cash," "Closing Date Transaction Costs," and "Closing Date Deferred Revenue," respectively, in each case after giving effect to any Agreed Adjustments and to the resolution of all such objections within 30 days after Seller's delivery of disputed matters by the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Accounting Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Seller.

Purchase Price Adjustments. The Purchase Price shall be adjusted as follows: Section 4.02.1; Net Income Purchase Price Adjustment. (a) By not later than If the end Closing (as defined in Article XI below) occurs after October 15, 2002, the Purchase Price shall be adjusted by adding 75% of the fourth business day prior net income (as determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”), as adjusted to exclude the impact of the expenses in connection with the transactions contemplated in this Agreement, pursuant to the provisions of Section 4.02.1(b) below earned by the Seller’s Business from October 1, 2002 to the Closing Date (“Net Income Purchase Price”). The Net Income Purchase Price shall be paid to Seller in immediately available funds paid by wire transfer to an account designated by Seller within 10 days after the Net Income Calculation has become binding and conclusive between the Parties pursuant to the provisions of Section 4.02.1(c) below. (b) If the Closing occurs after October 15, 2002 then, within 60 days after the Closing Date, Purchaser will provide to Seller shall deliver to Purchasers a statement (the "Pre-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Pricenet income earned by the Seller’s Business from October 1, and a schedule 2002 to the Closing Date (the “Option Consideration ScheduleNet Income Calculation”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in GAAP applied on a basis consistent with the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries financial statements of Seller for the fiscal year ended September 30, 2001. (c) If within 15 days following delivery of the Net Income Calculation, Seller does not deliver to Purchaser written notice of any objection thereto (which notice must contain a reasonably detailed statement of the basis of all objections), then the Net Income Calculation will be binding and conclusive on the Company Entities Parties and their accountants regarding will be used in calculating the Pre-Closing Statement and Net Income Purchase Price. Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider Purchaser will act in good faith to resolve between themselves any comments objections to the Pre-Closing Statement made Net Income Calculation. If they are unable to do so within 30 days after Purchaser’s receipt of Seller’s notice of objection, then the issues in dispute may be submitted by Purchasers either Party to Ernst & Young, certified public accountants (the “Accountants”), for resolution. The Accountants shall be instructed to review the issues in good faith dispute and render a final determination of the Net Income Calculation. Each Party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may reasonably request and are available to that Party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the disputed issues and to discuss the issues with the Accountants. The resolution of the issues in writing dispute and the determination of the Net Income Calculation by the Accountants, as set forth in a notice delivered to Purchaser and Seller not later than by the end Accountants, will be binding and conclusive on the Parties, and may be enforced in any court of competent jurisdiction. Purchaser and Seller will each bear 50% of the second business day prior Accountants’ fees and expenses for such resolution. Section 4.02.2; LSO Purchase Price Adjustments. (a) The Purchase Price shall be adjusted by adding an amount (“LSO Purchase Price Adjustment”) equal to the aggregate amount of (i) any Cash held by Seller representing deferred revenues of the Life Sciences Operation as of the Closing Date. If Estimated Net Working Capital set forth , as determined in the Pre-LSO Calculation (as defined in Section 4.02.2(b) below)(“LSO Deferred Revenues”), and (ii) any accrued payroll expenses and any accrued accounts payable of the Life Sciences Operation as of the Closing Statement is greater than $13,000,000, then Date as determined in the Estimated LSO Calculation (“LSO Accrued Expenses”). The LSO Purchase Price, the Optionholder Payment Amounts and the Option Consideration Price Adjustment shall be calculated as if Estimated Net Working Capital was equal paid by Purchaser to $13,000,000Seller in the form of a transfer of Accounts Receivable of the Life Sciences Operation in the face value amount of the LSO Purchase Price Adjustment by Purchaser to Seller within 10 days after the LSO Calculation has become binding and conclusive between the Parties pursuant to the provisions of Section 4.02.2(b) below. To the extent the amount of the LSO Purchase Price Adjustment exceeds the aggregate amount of all Accounts Receivable of the Life Sciences Operation, such excess portion of the LSO Purchase Price Adjustment shall be paid by Purchaser to Seller in immediately available funds paid by wire transfer to an account designated by Seller in writing within 10 days after the LSO Calculation has become binding and conclusive between the Parties pursuant to the provisions of Section 4.02.2(b) below. (b) Within 90 60 days after the Closing Date, Purchaser1 Seller will deliver provide to Seller Purchaser a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses each of the LSO Deferred Revenues and the resulting Final Purchase Price (LSO Accrued Expenses as of the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be Date, prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in GAAP applied on a basis consistent with the preparation of the Preliminary Closing Statementfinancial statements of Seller for the fiscal year ended September 30, 2001 (“LSO Calculation”). (c) If within 15 days following delivery of the LSO Calculation, Purchaser does not deliver to Seller written notice of any objection thereto (which notice must contain a reasonably detailed statement of the basis of all objections), then the LSO Calculation will be binding and their accountants conclusive on the Parties and will be used in calculating the preparation of the Preliminary Closing StatementLSO Purchase Price Adjustment. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement Purchaser will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate act in good faith to resolve between themselves any objections to the objections set forth in the Objections Statement and if LSO Calculation. If they are unable to do not reach a final resolution of all such objections so within 30 days after Seller's delivery ’s receipt of Purchaser’s notice of objection, then the Objections Statement issues in dispute may be submitted by either Party to Purchaser1, Seller and Purchaser1 shall submit any objections the Accountants for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm")resolution. The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm Accountants shall be instructed to review the issues in dispute and render its a final determination with respect of the LSO Calculation. Each Party will furnish to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred Accountants such work papers and other documents and information relating to the Dispute Resolution Firmdisputed issues as the Accountants may reasonably request and are available to that Party (or its independent public accountants), and will be afforded the opportunity to send copies of such written determination present to Purchaser1 the Accountants any material relating to the disputed issues and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications to discuss the issues with the Dispute Resolution FirmAccountants. The Dispute Resolution Firm shall not assign resolution of the issues in dispute and the determination of the LSO Calculation by the Accountants, as set forth in a value notice delivered to Purchaser and Seller by the Accountants, will be binding and conclusive on the Parties, and may be enforced in any Disputed Item greater than court of competent jurisdiction. Purchaser and Seller will each bear 50% of the greatest value Accountants’ fees and expenses for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellerresolution.

Purchase Price Adjustments. (a) By As promptly as practicable (but not later than the end of the fourth business day prior to ninety (90) days) following the Closing Date, Seller Buyer shall deliver to Purchasers Parent a statement (the "Pre-Closing Statement") certificate setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates in reasonable detail (A) Buyer’s calculation of Net (1) Closing Date Working Capital ("Estimated Net the “Preliminary Working Capital"Capital Determination”), (2) Closing Date Cash on Hand ("Estimated the “Preliminary Cash on Hand"Determination”), Indebtedness ("Estimated Indebtedness"3) Closing Date Debt (the “Preliminary Debt Determination”) and (4) Closing Date Transaction Expenses ("Estimated the “Preliminary Transaction Expenses"Expenses Determination”), and (B) and the resulting based on such calculations, a calculation of the Estimated Purchase Price, and a schedule Price (the “Option Consideration Schedule”) setting forth for each Optionholder Preliminary Purchase Price Determination” and, together with the number of shares of common stock of Preliminary Working Capital Determination, the Company subject to vested Options held by such Optionholder immediately prior to Preliminary Cash Determination, the Closing Preliminary Debt Determination and the dollar amount of such Optionholder's Optionholder Payment Amount and Preliminary Transaction Expenses Determination, the Option Consideration. The Pre-“Preliminary Closing Statement shall be prepared Statement”), all in accordance with the definitions set forth in this AgreementAccounting Principles; provided, including however, that until such time as the definition calculation of Net the amounts shown on the Closing Date Working Capital, andClosing Date Cash, where applicableClosing Date Debt, Closing Date Transaction Expenses and Purchase Price determinations are final and binding on the Applicable Accounting Principles. Seller shall give Purchasers parties pursuant to this Section 2.5, Buyer and their accountants’ its accountants shall, upon Parent’s reasonable access request, make themselves available to review discuss with Parent and its accountants during normal business hours at a mutually agreeable time the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Preliminary Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller Parent and its accountants shall be provided copies of, and have access upon reasonable access notice at all reasonable times during normal business hours to, subject to review Parent’s entrance into a customary confidentiality agreement with Buyer’s accountants (if required thereby), the books, records and work papers (subject to the execution and supporting records of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent Buyer and its accountants used in connection with the preparation of the Preliminary Closing Statement. (b) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's Following receipt of the Preliminary Closing Statement, if Parent has any objections to such document as prepared by Buyer, Parent shall deliver written notice to Buyer of such dispute indicating each disputed item (including the specified dollar amount of each disputed item along with the calculation of such disputed amount) and the basis for the disagreement therewith within forty-five (45) days after the date of such receipt thereof. In the event that Parent does not notify Buyer of a dispute with respect to the Preliminary Closing Statement within such 45-day period, the Preliminary Working Capital Determination, Preliminary Cash Determination, Preliminary Debt Determination, Preliminary Transaction Expenses Determination and Preliminary Purchase Price Determination set forth therein shall be finalfinal and binding as the “Closing Date Working Capital,” “Closing Date Cash,” “Closing Date Debt,” “Closing Date Transaction Expenses” and “Purchase Price,” respectively, binding for purposes of this Agreement. In the event of notice of such dispute, Parent and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 Buyer shall negotiate in good faith to resolve such dispute. If Buyer and Parent, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after Parent provides written notice to Buyer of Parent’s objections, then Buyer and Parent shall engage the Auditors to conduct a review of Parent’s objections to the Preliminary Working Capital Determination, Preliminary Cash Determination, Preliminary Debt Determination, Preliminary Transaction Expenses Determination and/or Preliminary Purchase Price Determination, as the case may be, as promptly as reasonably practicable (such review to be completed not later than thirty (30) days after the Auditors are requested to conduct such review) and, upon completion of such review, to deliver written notice to Parent and Buyer setting forth the Auditors’ resolution of such objections and the resulting adjustments shall be deemed finally determined for purposes of this Section 2.5. The Auditors’ role in completing such review shall be limited to resolving such objections and determining the correct calculations to be used with respect to only the disputed portions of the Preliminary Closing Statement. In resolving such objections, the Auditors shall apply the provisions of this Agreement concerning determination of the amounts set forth in the Objections Preliminary Closing Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery the decision of the Objections Statement Auditors shall be solely based on (i) whether such item objected to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached was prepared in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (accordance with the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses guidelines set forth in this Agreement, including, where applicable, Agreement concerning determination of the definition of Applicable Accounting Principles, and amounts set forth therein or (ii) whether the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review item objected to contains a mathematical or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each otherclerical error. The Dispute Resolution Firm parties hereto shall be instructed not permit the Auditors to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex conduct any ex-parte communications with the Dispute Resolution Firmparties, nor shall the Auditors take into consideration any settlement offers provided or exchanged by the parties. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than Preliminary Working Capital Determination, Preliminary Cash Determination, Preliminary Debt Determination, Preliminary Transaction Expenses Determination and Preliminary Purchase Price Determination as agreed by Buyer and Parent or as determined by the greatest value for such item submitted by either party to Auditors, as the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm case may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items be, shall be finalfinal and binding as the “Closing Date Working Capital,” “Closing Date Cash,” “Closing Date Debt,” “Closing Date Transaction Expenses,” and “Purchase Price,” respectively, binding and non-appealable on the parties hereto. The costs and expenses for purposes of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellerthis Agreement.

Purchase Price Adjustments. (a) By not No later than 75 days following the end of the fourth business day prior Closing, Purchaser shall cause to the Closing Date, be prepared and delivered to Seller shall deliver to Purchasers a statement (the "Pre“Post-Closing Payment Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock (i) Purchaser’s good faith calculation of the Company subject to vested Options held by such Optionholder immediately prior to aggregate amount of the Closing Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the dollar amount of such Optionholder's Optionholder Payment Amount and resulting amount, if any, by which the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital is less than (or greater than) Target Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requestediii) Purchaser’s good faith estimate of the Company Entities used in the preparation Closing Indebtedness, (iv) Purchaser’s calculation of the PreAggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Statement. Purchasers and their accountants may make inquiries Payment Statement in writing, or if Seller fails to notify Purchaser of Seller any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the Company Entities components thereof and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end Purchaser’s calculation of the second business day prior to the Closing Date. If Estimated Net Working Capital Loan Receivables as set forth in the PrePost-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with deemed final and conclusive and binding upon all parties. If Seller disputes the definitions accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Post-Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Payment Statement, Seller shall deliver provide written notice to Purchaser1 a statement setting forth such objectionsPurchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), including setting forth in reasonable detail based on those items that Seller disputes, the information amounts of any adjustments that has been made available to Seller by Purchasers pursuant to are necessary in Seller’s request judgment for the particulars of each objection (including for each component computation of the calculations objected to, Aggregate Purchase Price or the amount of Seller's components thereof or the calculation of such component the Loan Receivables to conform to the requirements of this Agreement, and reasons the basis for its suggested adjustments. During the difference) (an "Objections Statement") within 45 days after Seller's receipt 30-day period following delivery of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement a Dispute Notice, Purchaser and Seller will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the objections disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “Accounting Arbitrator” shall mean such national firm of independent accountants as may be agreed upon by Purchaser and Seller. The Accounting Arbitrator will under the terms of its engagement have no more than 30 days from the date of referral and no more than 15 days from the final submission of information and testimony by Purchaser and Seller within which to render its written decision (including a statement of the reasons therefor) with respect to the disputed items (and only with respect to any unresolved disputed items set forth in the Objections Statement Dispute Notice), which decision shall be final and if they do not reach a final resolution binding upon the parties and enforceable by any court of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm")competent jurisdiction. The Dispute Resolution Firm's Accounting Arbitrator shall review such submissions and base its determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicablesuch submissions. In resolving any disputed item, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall Arbitrator may not assign a value to any Disputed Item item greater than the greatest value for such item submitted claimed by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted claimed by either party to the Dispute Resolution Firmparty. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs fees and expenses of the Dispute Resolution Firm Accounting Arbitrator shall be allocated to be paid by SellerPurchaser, on the one hand, and PurchasersSeller, on the other hand, based upon the percentage which the portion of the Disputed Items contested amount not awarded to each party bears to the aggregate amount of Disputed Items. For exampleactually contested by such party, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of as determined by the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by SellerAccounting Arbitrator.

Purchase Price Adjustments. (a) By not later than Schedule 2.4 sets forth the end Seller’s good faith estimate of the fourth business day prior to the Closing Date, Seller shall deliver to Purchasers a statement (the "Pre-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("the “Estimated Net Working Capital")”) as of September 30, Cash on Hand ("Estimated Cash on Hand")2013, Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting together with a calculation of the Estimated Closing Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by Price based on such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Considerationestimate. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth shall be determined in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts accordance with Section 2.6 and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000other terms of this Agreement. (b) Within 90 As promptly as possible, but in any event within forty five (45) days after the Closing Date, Purchaser1 the Buyer will deliver to the Seller a balance sheet of the Company (the “Closing Balance Sheet”) and a statement setting forth Purchasers' good faith showing the calculation of the Net Working CapitalCapital derived from the Closing Balance Sheet (together with the Closing Balance Sheet, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "“Preliminary Closing Statement"”), in each case as of the Reference Time. The Closing Balance Sheet shall be prepared, and the Net Working Capital and the Preliminary Closing Statement shall be determined, in accordance with Section 2.6 and the definitions and other terms set forth in this Agreement. The Preliminary Closing Statement shall be prepared in accordance contain line item detail comparable to the Balance Sheet with respect to the definitions set forth in this Agreement, including the definition components of Net Working Capital, and, where applicable, Capital of the Applicable Accounting PrinciplesCompany as of the Reference Time. After delivery of the Preliminary Closing Statement, Purchasers the Buyer shall give the Seller and its accountants and representatives reasonable access at reasonable times to review the books, Company’s books and records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) Statement subject to customary confidentiality restrictions. The Seller and their its accountants and representatives may make inquiries of the Buyer and its accountants regarding questions concerning or disagreements with the Preliminary Closing Statement and Purchasers arising in the course of its review thereof, and the Company shall, and Buyer shall cause the other Company Entities to, use their its commercially reasonable best efforts to cause their respective employees and any such accountants to reasonably cooperate with, with and respond to, to such inquiries. If the Seller has any objections to the Preliminary Closing Statement, the Seller shall deliver to Purchaser1 the Buyer a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) its objections thereto (an "“Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller”). If an Objections Statement is not delivered by the Seller to Purchaser1 the Buyer within 45 twenty (20) days after Seller's receipt delivery of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties Parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, The Seller and Purchaser1 the Buyer shall negotiate in good faith to resolve any such objections for fifteen (15) days after the objections set forth in delivery of the Objections Statement and Statement, but if they do not reach a final resolution resolution, the Seller and the Buyer shall submit such dispute to PricewaterhouseCoopers, or if they are not independent pursuant to the rules and regulations of all such objections the Securities and Exchange Commission at the time, another nationally recognized independent accounting firm reasonably acceptable to the Buyer and the Seller (the “Dispute Resolution Firm”) within 30 days after Seller's three (3) Business Days following the end of the fifteen (15)-day period from the date of the delivery of the Objections Statement. Any further submissions to the Dispute Resolution Firm must be written and delivered to each party to the dispute. The Dispute Resolution Firm shall consider work papers and other documents and information related to those items and amounts which are identified in the Objections Statement to Purchaser1, as being items which the Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") the Buyer are unable to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm")resolve. The Dispute Resolution Firm's ’s determination will be based on the definition of Net Working Capital and the other definitions and terms contained herein and shall be in amounts between the disputed amounts set forth in the Preliminary Closing Statement and the Objections Statement. The Seller and the Buyer shall use their commercially reasonable efforts to cause the Dispute Resolution Firm to resolve all disagreements as soon as practicable and in any event within thirty (30) days after the submission of any dispute. Further, the Dispute Resolution Firm’s determination shall be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness presentations by the Buyer and Transaction Expenses the Seller which are in accordance with the terms and procedures set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 Agreement (i.e., not on the basis of an independent review or investigationreview). Purchaser1 and Seller shall promptly provide their written submissions regarding The resolution of the Disputed Items in writing to dispute by the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm)be, and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engageabsent manifest error, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties Parties hereto. The costs and expenses of the Dispute Resolution Firm shall be allocated fifty percent (50%) to the Buyer and fifty percent (50%) to the Seller. (c) If the Net Working Capital as finally determined pursuant to Section 2.4(b) above is greater than the Target Working Capital, the Buyer shall promptly pay to the Seller the amount of such excess in cash. If the Net Working Capital as finally determined pursuant to Section 2.4(b) above is less than the Target Working Capital (such amount, the “Working Capital Deficiency”), the Seller and the Buyer shall promptly cause an amount equal to the Working Capital Deficiency to be paid by Sellerto the Buyer from the Working Capital Escrow Amount; provided, on however, that if the one hand, and Purchasers, on the other hand, based upon the percentage which the portion Working Capital Deficiency is in excess of the Disputed Items not awarded to each party bears to Working Capital Escrow Amount (such excess amount, the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items“Working Capital Indemnity Amount”), then the costs and expenses of Buyer may elect to seek indemnification for the Dispute Resolution Firm will Working Capital Indemnity Amount either (i) from the Indemnity Escrow Amount or (ii) directly from the Seller. The net adjustment amount payable to the Seller or the Buyer under this Section 2.4(c) (such amount, the “Net Adjustment Amount”) shall be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellerin accordance with Section 2.5.

Purchase Price Adjustments. Ernst & Young, LLP shall within seventy-five (a75) By not later than the end days of the fourth Closing Date conduct an audit of the Company and the Partnership to ensure that the Company and the Partnership have collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period prior to the Closing Date. In the event that the audit reveals that the Company and/or the Partnership have (a) collected accounts receivable at an accelerated rate during such period, Seller or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall deliver seek an adjustment to Purchasers a statement (the "Pre-Closing Statement") setting forth Purchase Price. In the Fully Diluted Sharesevent that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the IP Purchase Price and Seller's good faith estimates proposed adjustment shall take into account the related impact upon net income created by the change in amortization of Net Working Capital such goodwill. Vision 21 shall notify the Physician in writing within seventy-five ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness"75) and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation days of the Estimated Closing Date of its decision to seek an adjustment of the Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock amount of the Company subject to vested Options held by proposed adjustment and its reasons for such Optionholder immediately prior decision. If Physician does not notify Vision 21 within ten (10) days of Physician's receipt of such notice that Physician objects to the Closing proposed adjustment, then the proposed adjustment shall take place and shall be final. If Physician notifies Vision 21 within the dollar above-described ten (10) day period that Physician objects to the proposed adjustment, then Vision 21 and Physician shall in good faith negotiate an appropriate amount of such Optionholderthe adjustment, if any, which should be made. During all time periods following Vision 21's Optionholder Payment Amount notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Physician and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable his accountants full access to review the all relevant books, records and work papers utilized in preparing the proposed Purchase Price adjustment. The adjustment may be settled in cash (subject which shall be set-off from moneys due New P.A. pursuant to the execution of customary work paper access letters if requestedBusiness Management Agreement) of or Vision 21 Common Stock at the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000Physician's option. (b) Within 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Seller.

Purchase Price Adjustments. (a) By not later than On or before the end date which is thirty (30) days after the six-month anniversary of the fourth business day prior to the Closing Effective Date, Seller Buyer shall prepare and deliver to Purchasers Seller a written, unaudited statement (the "Pre“Six-Closing Month Anniversary EBITDA Calculation Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth in reasonable detail its determination of the EBITDA of the Business for each Optionholder the number six-month period (the “Six-Month Anniversary EBITDA”) immediately following the Effective Date (the “First Calculation Period”), which shall be subject to review by Seller pursuant to ‎Section 2.5(c). Within six months of shares the final determination of the Six-Month Anniversary EBITDA, Buyer shall pay to Seller an amount equal to the lesser of (i) three times the Six-Month Anniversary EBITDA and (ii) $1,500,000 (the “Six-Month EBITDA Payment”). The Six-Month EBITDA Payment shall be made, at the sole option of the Buyer, either in cash, common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this AgreementBuyer, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000or a combination thereof. (b) Within 90 Seller shall have fifteen (15) days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation its receipt of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price an EBITDA Calculation Statement (the "Preliminary Closing “EBITDA Review Period”) to review such EBITDA Calculation Statement"). The Preliminary Closing Statement shall be prepared in accordance with During the definitions set forth in this AgreementEBITDA Review Period, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants and representatives shall have the right to inspect Buyer’s books and records during normal business hours at Buyer’s offices, upon reasonable access prior notice and solely for purposes reasonably related to review determinations of the books, records and work papers (subject Six-Month Anniversary EBITDA. Prior to the execution of customary work paper access letters if requested) expiration of the Company EntitiesEBITDA Review Period, Purchasers (solely Seller may object to the extent used Six-Month Anniversary EBITDA set forth in the preparation EBITDA Calculation Statement by delivering a written notice of objection (an “EBITDA Calculation Objection Notice”) to Buyer which shall specify the Preliminary Closing Statement) and their accountants used items in the preparation of the Preliminary Closing Statement. EBITDA Calculation Statement disputed by Seller and its accountants may make inquiries of shall describe in reasonable detail the Company Entitiesbasis for such objection, Purchasers (solely to as well as the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiriesamount in dispute. If Seller has any objections fails to deliver an EBITDA Calculation Objection Notice to Buyer prior to the Preliminary Closing Statementexpiration of the EBITDA Review Period, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting then the Six-Month Anniversary EBITDA set forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing EBITDA Calculation Statement shall be final, final and binding and non-appealable by on the parties hereto. If Seller timely deliver an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing StatementEBITDA Calculation Objection Notice, Buyer and Seller and Purchaser1 shall negotiate in good faith to resolve the objections disputed items and agree upon the Six-Month Anniversary EBITDA. If Buyer and Seller are unable to reach an agreement within thirty (30) days after such EBITDA Calculation Objection Notice has been given, all unresolved disputed items shall be promptly referred to the Independent Accountants for resolution. The Independent Accountants shall be directed to render a written report on the unresolved disputed items with respect to the Six-Month Anniversary EBITDA as promptly as practicable, but in no event greater than 45 days after such submission to the Independent Accountants, and to resolve only those unresolved disputed items set forth in the Objections Statement EBITDA Calculation Objection Notice. If issues are submitted to the Independent Accountants for resolution, (i) Buyer and if they do not reach a final resolution of Seller shall furnish or cause to be furnished to the Independent Accountants all such objections within 30 days after Seller's delivery of work papers and other documents and information relating to the Objections Statement to Purchaser1, Seller and Purchaser1 disputed issues; (ii) the Independent Accountants shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (resolve the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be disputed items based solely on the applicable definitions and other terms in the Agreement and the presentations by Buyer and Seller, and not by independent review; (iii) the determination of Net Working Capitalthe Independent Accountants, Cash on Hand, Indebtedness and Transaction Expenses as set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 a notice to be delivered to both Buyer and Seller shall promptly provide their written submissions regarding within 45 days of the Disputed Items in writing submission to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to Independent Accountants of the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount issues remaining in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items , shall be final, binding and non-appealable conclusive on the parties hereto. The costs and shall be used in the calculation of the Six-Month EBITDA Adjustment; and (iv) the fees and expenses of the Dispute Resolution Firm Independent Accountants shall be paid shared equally by Seller, on the one hand, Buyer and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Seller.

Purchase Price Adjustments. (a) By not No later than the end of the fourth business day three days prior to the Closing DateClosing, the Seller Representative (as defined in Section 9.1(a) below) shall prepare and deliver to Purchasers Buyer a preliminary settlement statement (prepared by the "Pre-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price Seller Representative in accordance with this Agreement and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule generally accepted accounting principles consistently applied by Seller (the “Option Consideration SchedulePreliminary Settlement Statement”) setting ), which sets forth for each Optionholder the number of shares of common stock Seller Representative’s good faith estimate of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000Adjustment. (b) Within As soon as practicable but no later than 90 days after the Closing DateClosing, Purchaser1 will the Seller Representative shall prepare and deliver to Seller Buyer a statement setting in the same form of and on the same basis as the Preliminary Settlement Statement (the “Proposed Final Settlement Statement”), which sets forth Purchasers' good faith the Seller Representative’s calculation of Net Working Capitalthe final Purchase Price and each adjustment or payment that was not finally determined on the Preliminary Settlement Statement. Each Party shall, Cash on Handduring normal business hours, Indebtedness grant and Transaction Expenses provide the other Party access to the Purchased Records in the possession or control of such Party for the purposes of conducting an audit of the information set forth in the Proposed Final Settlement Statement. (c) Within 30 days following receipt by Buyer of the Proposed Final Settlement Statement, Buyer shall, if applicable, provide the Seller Representative with a written objection (a “Notice of Disagreement”) detailing Buyer’s objections, if any, to the Seller Representative’s calculation of the final Purchase Price. To the extent such written notice is not delivered by Buyer within such time period, the Seller Representative’s calculation of the final Purchase Price, and each component thereof, shall become final and binding upon the Parties. (d) Any disagreement between Buyer and Sellers regarding the Seller Representative’s calculation of the final Purchase Price that cannot be resolved within 30 days after the date of the Notice of Disagreement shall be resolved by Audit Firm, who shall calculate the final Purchase Price in a manner consistent with the Preliminary Settlement Statement and this Agreement in all respects. Sellers and Buyer shall each have an opportunity to present its position to the Audit Firm and shall cooperate with the Audit Firm in making available to it any records or work papers requested by the Audit Firm. The determination of the Audit Firm shall be expressly limited to the determination of the final Purchase Price, and the resulting Audit Firm will not render any decision or have any authority to render a decision with respect to any other matter relating to this Agreement, including with respect to any alleged breach of a representation, warranty or covenant by any Party. In making such determination, the Audit Firm shall consider only those items and amounts in the Proposed Final Settlement Statement with which Buyer has disagreed and which are set forth in the Notice of Disagreement. In no event shall the final Purchase Price (as determined by the "Preliminary Closing Statement")Audit Firm be more favorable to Sellers than reflected on the Proposed Final Settlement Statement by the Seller Representative nor more favorable to Buyer than shown in the proposed changes set forth in the Notice of Disagreement. The Preliminary Closing Statement Buyer and Sellers shall be prepared in accordance with use commercially reasonable efforts to cause the definitions Audit Firm to render its decision within 15 business days after such points of disagreement are submitted to the Audit Firm. Subject to the provisions set forth in this Agreement, including the definition of Net Working Capital, and, where applicableSection 2.3(d), the Applicable Accounting Principles. After delivery decision of the Preliminary Closing Statement, Purchasers Audit Firm shall give Seller be set forth in writing and its accountants reasonable access to review shall be conclusive and binding on the books, records Parties and work papers (subject to judicial enforcement. The fees charged by the execution Audit Firm shall be borne 50% by Buyer and 50% by Sellers, and each Party shall bear all of customary work paper access letters if requestedits own costs and expenses associated with the submission of any disputed matters to the Audit Firm. (e) If the final Purchase Price, as determined pursuant to this Section 2.3, exceeds (i) the Base Purchase Price, plus (ii) the Seller Representative’s good faith estimate of the Company EntitiesCapital Adjustment (the “Closing Payment”), Purchasers (solely then Buyer shall pay to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, Sellers the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Sellerexcess. If an Objections Statement the final Purchase Price, as determined pursuant to this Section 2.3, is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for Closing Payment, then Sellers shall pay to Buyer the amount of such item submitted by either party deficiency. Any payment shall be made within three days after the date the final Purchase Price is deemed to be finally determined pursuant to this Section 3.4 via wire transfer of immediately available funds to the Dispute Resolution Firm. The Dispute Resolution Firm may not award account(s) designated in writing by the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect Party entitled to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellersuch payment.

Purchase Price Adjustments. (a) By not later than the end of the fourth business day prior to Within ninety (90) days after the Closing Date, Seller Purchaser shall cause the Company to prepare and deliver to Purchasers Seller a written statement (the "Pre-Closing “Purchase Price Adjustment Statement"”) setting forth the Fully Diluted SharesCompany’s good faith calculations of the Cash Amount, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, andthe Indebtedness Amount and the Transaction Expenses Amount, where applicabletogether with such schedules and data with respect to the determination thereof as may be appropriate to support the calculations set forth in the Purchase Price Adjustment Statement. The foregoing items shall be calculated by the Company in accordance with this Agreement and Exhibit A hereto. (b) Following the delivery of the Purchase Price Adjustment Statement and until the Purchase Price Adjustment Statement has become final and binding as set forth in Section 2.04(h), Purchaser and the Applicable Accounting Principles. Company shall provide Seller shall give Purchasers and their accountants’ its Representatives with reasonable access to review the books, books and records and work papers (subject to the execution of customary work paper access letters if requested) relevant personnel and properties of the Company Entities and its Subsidiaries, as well as to any documents or work papers used in the preparation of the Pre-Closing Purchase Price Adjustment Statement. Purchasers and their accountants , as Seller may make inquiries reasonably request. (c) If Seller disagrees with the calculation of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital items set forth in the Pre-Closing Purchase Price Adjustment Statement is greater than $13,000,000(each, an “Objection Dispute”), Seller shall notify Purchaser in writing thereof (such notification, a “Dispute Notice”) within sixty (60) days after receipt of the Purchase Price Adjustment Statement by Seller, and shall set forth in such Dispute Notice in reasonable detail the particulars of any such disagreement, including (if Seller has sufficient substantiating information) its calculation of each disputed item. If Seller fails to deliver a Dispute Notice to Purchaser within sixty (60) days after delivery of the Purchase Price Adjustment Statement to Seller (or only delivers a Dispute Notice as to a specific portion or portions of the Purchase Price Adjustment Statement), or if Seller notifies Purchaser in writing that it will not deliver a Dispute Notice, then the Estimated Purchase PricePrice Adjustment Statement (or such portion of it that is not in dispute) shall be final and binding on Purchaser, the Optionholder Payment Amounts Company, Seller and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000any other person for purposes of this Agreement. (bd) Within 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statementdelivers a Dispute Notice, Purchaser and Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve each Objection Dispute, and any resolution agreed to in writing by Purchaser and Seller shall be final and binding on Purchaser, the objections set forth in Company, Seller and any other person for purposes of this Agreement. If Purchaser and Seller are able to resolve all of the Objections Statement and if they do not reach a final Objection Disputes, then the Purchase Price Adjustment Statement, adjusted to reflect such resolution of all such objections Objection Disputes, shall be final and binding on Purchaser, the Company, Seller and any other person for purposes of this Agreement. If Purchaser and Seller are unable to resolve all Objection Disputes within 30 twenty (20) days after Seller's delivery of the Objections Dispute Notice by Seller to Purchaser (the “Negotiation Period”), then Purchaser and Seller shall jointly appoint the Accounting Arbitrator as provided below in this Section 2.04(d) and the Objection Disputes that have not been resolved shall, at the request of either Seller or Purchaser, be referred for final determination to the Accounting Arbitrator within fifteen (15) days after the end of the Negotiation Period, and if any Dispute Notice did not contain a calculation of the amount of the disputed item, Seller shall provide a calculation of the amount of such disputed item to the Purchaser and the Accounting Arbitrator within such fifteen (15) day period. Purchaser and Seller shall jointly appoint an accounting or valuation firm of national standing that is not the independent auditor of (and does not otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates (excluding private equity fund portfolio companies)) to be the accounting arbitrator for purposes of this Section 2.04 (the “Accounting Arbitrator”); provided that if Purchaser and Seller are unable to agree upon such firm within ten (10) days after the end of the Negotiation Period, then the Accounting Arbitrator shall be an accounting or valuation firm of national standing appointed by the American Arbitration Association in New York, New York; provided that such firm shall not be the independent auditor of (or otherwise provide services under a contractual arrangement with) either Purchaser (or any of its Affiliates) or Seller (or any of its Affiliates (excluding private equity fund portfolio companies)). (e) Purchaser and Seller shall make available to the Accounting Arbitrator the books and records and relevant personnel and properties of the Company and its Subsidiaries, as well as any documents or work papers used in the preparation of the Purchase Price Adjustment Statement and the Dispute Notice, and all other items reasonably requested by the Accounting Arbitrator, and shall submit to the Accounting Arbitrator a list of all Objection Disputes that have been resolved by Purchaser and Seller. The Accounting Arbitrator shall deliver to Purchaser and Seller, as promptly as practicable (and in any event shall endeavor to do so within thirty (30) days after its appointment), a written report (i) setting forth (A) the resolution of each Objection Dispute that had been submitted to it, determined in accordance with the provisions of this Section 2.04 and Exhibit A hereto, and (B) any adjustments that are required to be made to the Purchase Price Adjustment Statement to Purchaser1reflect such resolution, Seller and Purchaser1 (ii) which shall submit have attached thereto a Purchase Price Adjustment Statement that has been revised to reflect (x) the resolution of any objections for which final resolution between Seller Objection Disputes by Purchaser and Purchaser1 has not been reached Seller, and (y) the adjustments, if any, referred to in writing clause ("Disputed Items"i)(B) to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 of this sentence (the "“Arbitrator’s Report”). (f) The Accounting Arbitrator shall consider only those Objection Disputes submitted to it for resolution. In resolving each such Objection Dispute, the Accounting Arbitrator (i) shall resolve such Objection Dispute Resolution Firm"). The Dispute Resolution Firm's in accordance with the provisions of this Section 2.04 and Exhibit A hereto, (ii) shall make its determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness presentations and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principlessupporting material provided by Purchaser and Seller and not pursuant to any independent review, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall iii) may not assign a value to any Disputed Item item greater than the greatest value for such item submitted claimed by either party to the Dispute Resolution Firm Purchaser or Seller or less than the smallest value for such item submitted claimed by either party to the Dispute Resolution FirmPurchaser or Seller. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items Arbitrator’s Report shall be finalfinal and binding upon Purchaser, binding the Company, Seller and non-appealable on the parties hereto. any other person for purposes of this Agreement. (g) The fees, costs and expenses of the Dispute Resolution Firm Accounting Arbitrator shall be paid borne by Seller, on Purchaser in the one hand, and Purchasers, on proportion that the other hand, based upon the percentage which the portion aggregate dollar amount of the Disputed Items not awarded to each party items that are successfully disputed by Seller (as finally determined by the Accounting Arbitrator) bears to the aggregate dollar amount of Disputed Itemsthe items submitted to the Accounting Arbitrator and by Seller in the proportion that the aggregate dollar amount of the disputed items that are unsuccessfully disputed by Seller (as finally determined by the Accounting Arbitrator) bears to the aggregate dollar amount of the items submitted to the Accounting Arbitrator. (h) The Purchase Price Adjustment Statement (i) that has become final and binding pursuant to the last sentence of Section 2.04(c) or the second sentence of Section 2.04(d), or (ii) that is included in the Arbitrator’s Report, as applicable, shall be the Purchase Price Adjustment Statement that shall be final and binding upon Purchaser, the Company, Seller and any other person for purposes of this Agreement (the “Final Purchase Price Adjustment Statement”). For exampleThe Cash Amount, the Net Working Capital, the Indebtedness Amount and the Transaction Expenses Amount, each as shown on the Final Purchase Price Adjustment Statement, shall be referred to as the “Final Cash Amount,” the “Final Net Working Capital,” the “Final Indebtedness Amount,” and the “Final Transaction Expenses Amount,” respectively. (i) If (i) the sum of the Final Cash Amount, plus the Final Net Working Capital Adjustment Amount (if a positive number), minus the Final Indebtedness Amount, minus the Final Transaction Expenses Amount, minus the absolute value of the Final Net Working Capital Adjustment Amount (if a negative number), exceeds (ii) the sum of the Estimated Cash Amount, plus the Estimated Closing Net Working Capital Adjustment Amount (if a positive number), minus the Estimated Indebtedness Amount, minus the Estimated Transaction Expenses Amount, minus the absolute value of the Estimated Closing Net Working Capital Adjustment Amount (if a negative number) (such excess, the “Positive Purchase Price Adjustment Amount”), then Seller submits an Objections Statement for $1,000shall be entitled to receive from Purchaser a payment in cash equal to the Positive Purchase Price Adjustment Amount. (j) If (i) the sum of the Estimated Cash Amount, plus the Estimated Closing Net Working Capital Adjustment Amount (if a positive number), minus the Estimated Indebtedness Amount, minus the Estimated Transaction Expenses Amount, minus the absolute value of the Estimated Closing Net Working Capital Adjustment Amount (if a negative number), exceeds (ii) the sum of the Final Cash Amount, plus the Final Net Working Capital Adjustment Amount (if a positive number), minus the Final Indebtedness Amount, minus the Final Transaction Expenses Amount, minus the absolute value of the Final Net Working Capital Adjustment Amount (if a negative number), (such excess, the “Negative Purchase Price Adjustment Amount”), then Purchaser shall be entitled to receive solely out of the Purchase Price Adjustment Escrow Fund, a payment in cash equal to the Negative Purchase Price Adjustment Amount but not in excess of the Purchase Price Adjustment Escrow Fund, and if Purchaser1 disputes only $500 Purchaser and Seller shall, within three (3) Business Days after the date on which the Final Purchase Price Adjustment Statement has become final and binding pursuant to Section 2.04(h), deliver a joint written notice instructing the Escrow Agent to make such payment. Seller shall not have any liability for any amounts due pursuant to this Section 2.04 in excess of the Purchase Price Adjustment Escrow Fund, and Purchaser’s sole source of recourse and recovery for such amounts due shall be the funds available in the escrow account of the Escrow Agent holding the Purchase Price Adjustment Escrow Fund. (k) In the event of a Positive Purchase Price Adjustment Amount, or if the amount claimed by of the Purchase Price Adjustment Escrow Fund exceeds the Negative Purchase Price Adjustment Amount, or if there is neither a Positive Purchase Price Adjustment Amount nor a Negative Purchase Price Adjustment Amount, Purchaser and Seller shall, within three (3) Business Days after the date on which the parties canPurchase Price Adjustment Statement has become final and binding pursuant to Section 2.04(h), deliver a joint written notice instructing the Escrow Agent to pay the Unused Purchase Price Adjustment Escrow Amount to Seller. The funds available in the Purchase Price Adjustment Escrow Fund may be distributed to Purchaser and/or Seller solely and exclusively in accordance with this Section 2.04 and shall not mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding be available for any other payment to Purchaser or Seller $300 or any of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellertheir respective Affiliates.

Purchase Price Adjustments. (a) By not No later than the end of the fourth business day five (5) Business Days prior to the Closing Date, Seller Parent shall deliver to Purchasers Buyer Parent (i) the Estimated Closing Date Net Working Capital Statement, which shall set forth an estimate of the Current Assets and the Current Liabilities, and (ii) a statement (the "Pre-“Estimated Closing Date Net Cash Statement"”) setting which shall set forth an estimate of the Fully Diluted Shares, Net Cash (the IP Purchase Price “Estimated Net Cash” and Seller's good faith estimates of together with the Estimated Closing Date Net Working Capital ("Statement, the “Estimated Net Working Capital"Statements”), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation in each case as of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option ConsiderationClosing. The Pre-Closing Statement Estimated Statements shall be prepared in accordance with the definitions set forth in Accounting Principles and as otherwise expressly contemplated by this Agreement. Upon completion of the Estimated Statements, including Seller Parent shall derive: (i) the definition of Net estimated Closing Date Working Capital; (ii)the estimated Closing Net Cash; (iii) the Estimated Closing Date Working Capital Shortfall; and (iv) the Estimated Closing Date Working Capital Excess, and, where applicable, if any. The amount of cash to be paid at the Applicable Accounting Principles. Seller Closing (the “Estimated Cash Consideration Adjustment Amount”) shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject be equal to the execution of customary work paper access letters Cash Consideration minus (A) the Estimated Closing Date Working Capital Shortfall, if requestedany, plus (B) of the Company Entities used in the preparation of the Pre-Estimated Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shallDate Working Capital Excess, if any, and shall cause plus (C) the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000Cash. (b) Within 90 calendar days after the Closing DateClosing, Purchaser1 will Buyer Parent shall prepare and deliver to Seller Parent the Closing Date Net Working Capital Statement, which shall set forth the Current Assets and the Current Liabilities as of Closing, and a statement setting forth Purchasers' good faith calculation of Closing Net Cash (the “Closing Date Net Cash” and together with the Closing Date Net Working CapitalCapital Statement, Cash on Handthe “Closing Statements”), Indebtedness and Transaction Expenses and in each case as of the resulting Final Purchase Price (the "Preliminary Closing Statement")Closing. The Preliminary Closing Statement Statements shall be prepared in accordance with the definitions Accounting Principles. Upon completion of the Closing Statements, Buyer Parent shall derive the Closing Date Working Capital and the Closing Net Cash and provide such calculations to Seller Parent. (c) Seller Parent shall complete its review of the Closing Statements within 60 days after delivery thereof by Buyer Parent and shall notify Buyer Parent in writing of its acceptance or dispute of any amounts reflected on the Closing Statements prior to the end of such period (such notice, the “Seller’s Objection”). The Seller’s Objection shall specify, with a reasonably detailed explanation, those items or amounts as to which Seller Parent disagrees (and shall include Seller Parent’s proposed changes to the Closing Statements, Closing Date Net Working Capital and Closing Net Cash). Seller Parent shall be deemed to have agreed with all items and amounts included in the Closing Statements that Seller Parent does not dispute. If no Seller’s Objection is timely received, the Closing Statements shall be deemed final. (d) If a Seller’s Objection is delivered, Buyer Parent and Seller Parent shall negotiate in good faith 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 Parent and Seller Parent are unable to reach a resolution to such effect within thirty (30) calendar days after Buyer Parent’s receipt of the Seller’s Objection, Buyer Parent and Seller Parent shall submit the amounts remaining in dispute for resolution to the Reporting Accountants. The Reporting Accountants shall be directed to, within thirty (30) calendar days after submission of the dispute, determine and report to the parties upon such remaining disputed amounts with respect to the Closing Statements, and such report shall be final, binding and conclusive on the Parties hereto and shall constitute an arbitral award upon which a judgment may be entered in any court having jurisdiction thereof. The Reporting Accountants shall address only those items in dispute. Buyer Parent shall bear and pay a percentage of the fees and disbursements of the Reporting Accountants that is equal to the percentage of the total amount of changes proposed to the Closing Statements by Seller Parent that are successful, and Seller Parent shall bear and pay a percentage of the fees and disbursements of the Reporting Accountants that is equal to the percentage of the total amount of changes proposed to the Closing Statements by Seller Parent that are not successful, in each case as determined by the Reporting Accountants. The Parties, on behalf of themselves and their Controlled Affiliates, agree that the procedure set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery Section 3.3 for resolving disputes with respect to adjustments of the Preliminary Closing StatementGlobal Purchase Price under this Section 3.3 shall be the sole and exclusive method for resolving any such disputes; provided, Purchasers however, that this provision shall give not prohibit either Party from instituting litigation to enforce any ruling of the Reporting Accountants; provided, further, that the foregoing shall not impair the right to make indemnity claims hereunder. (e) Seller Parent shall provide to Buyer Parent and its accountants reasonable access to review the booksbooks and records related to the Business and the Transferred Entities for the period prior to the Closing and to any other information, records and including work papers of its accountants (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, permitted by such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firmaccountants), and to send copies of such written determination to Purchaser1 any employees during regular business hours and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engageon reasonable advance notice, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than extent necessary for Buyer Parent to prepare the smallest value for such item submitted Closing Statements. Seller Parent and its accountants shall have reasonable access to relevant information used by either party Buyer Parent in preparing the Closing Statements, including the work papers of its accountants (to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid extent permitted by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellersuch accountants).

Purchase Price Adjustments. (a) By not later than On the end Closing Date, the Servicer Advance Facility Amount shall be set forth on the Servicer Advance Facility Schedule and shall equal all Obligations (as defined in the Servicer Advance Facility) due and owing under the Servicer Advance Facility as of the fourth close of business day on the Business Day prior to the Closing Date. (b) If it is reasonably determined by Purchaser, in Purchaser’s sole discretion, no earlier than 5 Business Days prior to the Closing Date, Seller that Sellers are unable to transfer, assign and convey good, valid and marketable title to all of the Servicing Rights with respect to the New Century Portfolio-Related Assets, free and clear of any and all Liens, Purchaser shall deliver have the right, in Purchaser’s sole discretion, to Purchasers a statement (reduce the "Pre-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and by the resulting calculation of the Estimated Purchase Price, and a schedule New Century Portfolio-Related Assets Amount (the “Option Consideration ScheduleNew Century Portfolio-Related Assets Deduction”), in which event (i) setting forth for Purchaser shall not purchase from Sellers and Sellers shall not sell, convey, transfer, assign and deliver to Purchaser the Servicing Rights with respect to the New Century Portfolio-Related Assets or any Purchased Assets or Assumed Liabilities relating solely to the New Century Portfolio-Related Assets on the Closing Date, (ii) the defined terms “Purchased Assets,” “Business” and “Assumed Liabilities” shall be deemed to exclude the Servicing Rights with respect to the New Century Portfolio-Related Assets and any Purchased Assets or Assumed Liabilities relating solely to the New Century Portfolio-Related Assets and (iii) any (A) representations or warranties made by either Seller in this Agreement and (B) any covenant of either Seller in this Agreement, in each Optionholder case that are applicable to the number Servicing Rights with respect to the New Century Portfolio-Related Assets and any Purchased Assets or Assumed Liabilities relating solely to the New Century Portfolio-Related Assets, shall no longer be applicable thereto. If Purchaser does not purchase the Servicing Rights with respect to the New Century Portfolio-Related Assets at the Closing and Purchaser and Sellers elect to continue to attempt to effect the purchase of shares of common stock such assets, Purchaser and Sellers shall use all commercially reasonable efforts to resolve the issues causing Sellers to be unable to transfer the Servicing Rights with respect to the New Century Portfolio-Related Assets as promptly as possible and, if all such issues are resolved, Sellers shall sell such assets to Purchaser after the Closing Date. (c) As of the Company subject date hereof, Purchaser has retained and shall continue to vested Options held by such Optionholder immediately retain, at its own cost, an independent accounting firm to audit prior to the Closing and Date the dollar amount calculation, as of such Optionholder's Optionholder Payment Amount and fifteen days prior to the Option Consideration. The Closing Date (the “Pre-Closing Statement shall be prepared in accordance with Audit Report”), as of the definitions set forth in this Agreement, including Cut-Off Date (the definition “Cut-Off Date Audit Report”) and as of Net Working Capital, the Closing Date (the “Closing Date Audit Report” and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of together with the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller Audit Report and the Company Entities and their accountants regarding Cut-Off Date Audit Report, the Pre“Audit Reports”), of (i) the outstanding stated principal balance of all Mortgage Loans under the Servicing Agreements in the Mortgage Loan Schedule, the Cut-Closing Statement and Seller off Date Mortgage Loan Schedule and the Company shallClosing Date Mortgage Loan Schedule, (ii) the Servicer Advance Facility Amount, and (iii) the Advances Amount, in each case including the calculation of collections and distributions pursuant to the Servicing Agreements and the Servicer Advance Facility used in calculating such amounts. Purchaser shall cause provide Sellers with each of the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate withAudit Reports as promptly as possible after Purchaser receives such Audit Reports from the auditor, and respond to, such inquiriesSellers shall have the right to dispute all matters included in each Audit Report. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing Purchaser and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 Sellers shall negotiate in good faith to resolve all disputed matters with respect to each Audit Report as promptly as possible. If no Seller disputes the objections Closing Date Audit Report, such Closing Date Audit Report shall be deemed final by Sellers and Purchaser, and the Purchase Price on the Closing Date pursuant to Section 4.1, as adjusted after the Closing Date pursuant to Section 4.3, shall be increased or decreased to reflect the results of such Closing Date Audit Report, as shall have been agreed by Sellers and Purchaser. (d) If Sellers dispute any of the Audit Reports (or any item included therein) set forth in Section 4.2(c) above, such dispute shall be resolved in the Objections Statement following manner: (i) Sellers shall notify Purchaser within 10 days after Sellers’ receipt of the Audit Report, which notice shall specify in reasonable detail the nature of the dispute; (ii) during the 15-day period following Purchaser’s receipt of such notice, Sellers and Purchaser shall use their commercially reasonable efforts to resolve such dispute in good faith; and (iii) if they do not reach at the end of such 15-day period Sellers and Purchaser shall have failed to resolve such dispute in writing, Sellers and Purchaser shall submit the item(s) in dispute as promptly as practicable to a final resolution national accounting or consulting firm (the “Arbitrating Accountants”) with experience in the mortgage loan business and that is independent of all such objections Sellers and Purchaser and their respective Affiliates to be selected by mutual agreement between Sellers and Purchaser. The Arbitrating Accountants shall act as an arbitrator and shall resolve the dispute as to the Audit Report within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to it. Each of the Dispute Resolution Firm)parties hereto shall bear all costs and expenses incurred by it in connection with such arbitration, and to send copies except that the cost of such written determination to Purchaser1 and Seller. No hearing the Arbitrating Accountants hereunder shall be held borne equally by Sellers and no discovery Purchaser. This provision for arbitration shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted specifically enforceable by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in disputehereto. The decision of the Dispute Resolution Firm Arbitrating Accounts in accordance with respect to all Disputed Items the provisions hereof shall be finalfinal and binding (absent manifest error), binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm there shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion no right of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellerappeal therefrom.

Purchase Price Adjustments. (a) By Not more than fifteen (15) and not later less than the end of the fourth business day five (5) Business Days prior to the Closing Date, Seller Parent shall deliver to Purchasers Purchaser a statement (the "Pre-Closing “Transaction Statement"”) setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's that contains Parent’s reasonable good faith estimates of Net (i) the Closing Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation including all of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”components thereof) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including Calculation Principles (the definition of Net “Estimated Closing Working Capital”), and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requestedii) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Business Debt (the “Estimated Net Working Capital set forth in Closing Business Debt”), (iii) the Pre-Closing Statement is greater than $13,000,000Transaction Expenses (the “Estimated Closing Transaction Expenses”), then (iv) the Change of Control Payments (the “Estimated Purchase PriceClosing Change of Control Payments”), (v) the Optionholder Payment Amounts Project Contributions (the “Estimated Project Contributions”), (vi) the Chinese DBFO Proceeds (the “Estimated Chinese DBFO Proceeds”), (vii) the Dalriada DBFO Proceeds (the “Estimated Dalriada DBFO Proceeds”) and (viii) the Option Consideration shall be calculated as if Other DBFO Proceeds (the “Estimated Net Working Capital was equal to $13,000,000Other DBFO Proceeds”). (b) Within 90 days after The Base Purchase Price shall be subject to adjustment at the Closing as follows: (1) If the Estimated Closing Working Capital is greater than the Reference Amount, the Base Purchase Price shall be increased by such excess. (2) If the Estimated Closing Working Capital is less than the Reference Amount, the Base Purchase Price shall be reduced by such deficit. (3) The Base Purchase Price shall be reduced by the amount of the Estimated Closing Business Debt, if any. (4) The Base Purchase Price shall be reduced by the amount of the Estimated Closing Transaction Expenses, if any. (5) The Base Purchase Price shall be reduced by the amount of the Estimated Closing Change of Control Payments, if any. (6) If the Business’s land improvements relating to the DBFO project in the City of Beverly Hills, California (the “Xxxxxxx Hills DBFO Assets”) are sold back to the City of Xxxxxxx Hills prior to the Closing, the Base Purchase Price shall be reduced by Eighteen Million Four Hundred Thousand Dollars ($18,400,000); provided that such transaction is closed and all funds related thereto are transferred to Parent (whether directly or indirectly) prior to the Closing; provided further that if (A) there is a fully executed definitive purchase agreement, but such transaction has not closed prior to the Closing then (B) the Base Purchase Price shall be reduced by Eighteen Million Four Hundred Thousand Dollars ($18,400,000) unless Purchaser or any Purchased Company shall be irrevocably entitled to receive the proceeds from the transaction. (7) If any DBFO joint venture partner exercises its right to purchase any of the Target Shares pursuant to a contractual right of first refusal, the Base Purchase Price shall be reduced by an amount equal to the dollar amount allocated to such Target Shares (on a pro-rata basis) on Schedule 2.7; provided that such transaction is closed and all funds related thereto are transferred to Parent (whether directly or indirectly) prior to the Closing; provided further that if (A) there is a fully executed definitive purchase agreement, but such transaction has not closed prior to the Closing then (B) the Base Purchase Price shall be reduced by an amount equal to the dollar amount allocated to such Target Shares (on a pro-rata basis) on Schedule 2.7 unless Purchaser or any Purchased Company shall be irrevocably entitled to receive the proceeds from the transaction. (8) The Base Purchase Price shall be increased by an amount equal to the Estimated Project Contributions, if any. (9) The Base Purchase Price shall be reduced by an amount equal to the Estimated Chinese DBFO Proceeds, if any. (10) The Base Purchase Price shall be reduced by an amount equal to the Estimated Dalriada DBFO Proceeds, if any. (11) With respect to each of Parent’s fiscal quarters occurring between September 28, 2007 and the Closing Date, Purchaser1 will Parent shall be entitled to receive (directly or indirectly) Other DBFO Proceeds in an amount equal to the Permitted Proceeds. The Base Purchase Price shall be reduced by the amount, if any, that the Estimated Other DBFO Proceeds exceeds the aggregate amount of all Permitted Proceeds Parent is entitled to receive between September 28, 2007 and the Closing Date. The Base Purchase Price, as adjusted pursuant to this Section 2.6(b), is the “Closing Payment.” (c) Within seventy-five (75) calendar days after the Closing, Purchaser shall prepare and deliver to Seller Parent a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary “Post-Closing Statement"). The Preliminary ”) of (i) the Closing Statement shall be Working Capital (including all of the components thereof) prepared in accordance with the definitions set forth in this AgreementCalculation Principles, including (ii) the definition Closing Business Debt, (iii) the Closing Transaction Expenses, (iv) the Change of Net Control Payments, (v) the Project Contributions, (vi) the Chinese DBFO Proceeds, (vii) the Dalriada DBFO Proceeds and (viii) the Other DBFO Proceeds. (d) Parent shall notify Purchaser of its acceptance or dispute of any amounts reflected on the Post-Closing Statement, within thirty (30) calendar days after Parent’s receipt of such statement (such 30-day period hereinafter referred to as the “Review Period”). Any such notice of disagreement shall specify, with a reasonably detailed explanation, those items or amounts as to which Parent disagrees (and shall include Parent’s proposed changes to Purchaser’s calculation of the Closing Working Capital, andClosing Business Debt, where Change of Control Payments, Closing Transaction Expenses, Project Contributions, Chinese DBFO Proceeds, Dalriada DBFO Proceeds and Other DBFO Proceeds, as applicable, the Applicable Accounting Principles). After delivery of the Preliminary Closing Statement, Purchasers Parent shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections agreed with all other items and amounts included in the Post-Closing Statement is not delivered pursuant to Purchaser1 Section 2.6(c) and Parent or Purchaser, as applicable, shall pay within 45 days after Seller's receipt five (5) Business Days of the Preliminary conclusion of the Review Period the maximum amount, if any, which Purchaser and Parent agree would otherwise be owed pursuant to Section 2.6(f), as applicable, upon the final resolution of Closing Working Capital, Closing Business Debt, Change of Control Payments, Closing Transaction Expenses, Project Contributions, Chinese DBFO Proceeds, Dalriada DBFO Proceeds and Other DBFO Proceeds, as applicable (the “Undisputed Amounts”). (e) In the event of a dispute with respect to the Post-Closing Statement, the Preliminary Closing Statement Purchaser and Parent shall negotiate in good faith to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and non-appealable by conclusive on the parties heretoparties. If an Objections Statement is delivered Purchaser and Parent are unable to Purchaser1 reach a resolution to such effect within 45 thirty (30) calendar days after Seller's Purchaser’s receipt of the Preliminary Closing StatementParent’s written notice of disagreement, Seller Purchaser and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 Parent shall submit any objections the amounts remaining in dispute for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx the New York, New York office of KPMG LLP or such other dispute resolution independent accountant firm of international reputation as is mutually acceptable agreed to Seller and Purchaser1 appointed by Purchaser and Parent (such independent accounting firm being herein referred to as the "Dispute Resolution “Accounting Firm"”). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed directed to, within thirty (30) calendar days after submission of the dispute, determine and report to render its determination the parties upon such remaining disputed amounts with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm)Post-Closing Statement, and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items report shall be final, binding and non-appealable conclusive on the parties heretohereto and shall constitute an arbitral award upon which a judgment may be entered in any court having jurisdiction thereof. The costs Accounting Firm shall address only those items in dispute. Purchaser shall bear and expenses pay a percentage of the Dispute Resolution fees and disbursements of the Accounting Firm that is equal to the percentage of the total dollar amount of changes proposed to the Post-Closing Statement by Parent that are successful, and Parent shall bear and pay a percentage of the fees an disbursements of the Accounting Firm that is equal to the percentage of the total dollar amount of changes proposed to the Post-Closing Statement by Parent that are not successful, in each case as determined by the Accounting Firm. (f) No later than five (5) Business Days after the final resolution of Closing Working Capital, Closing Business Debt, Change of Control Payments, Closing Transaction Expenses, Project Contributions, Chinese DBFO Proceeds, Dalriada DBFO Proceeds or Other DBFO Proceeds, as applicable, in accordance with this Section 2.6, Purchaser or Parent, as applicable, shall make the following payments; provided that, such payments shall only be made to the extent that the amounts owed have not otherwise been satisfied by a prior payment, if any, of the Undisputed Amounts pursuant to Section 2.6(d): (1) If the Closing Working Capital as finally determined in accordance with this Section 2.6 is less than the Estimated Closing Working Capital, Parent shall pay the amount of such shortfall to Purchaser. (2) If the Closing Working Capital as finally determined in accordance with this Section 2.6 is greater than the Estimated Closing Working Capital, Purchaser shall pay the amount of such excess to Parent. (3) If the Closing Business Debt as finally determined in accordance with this Section 2.6 is less than the Estimated Closing Business Debt, Purchaser shall pay the amount of such shortfall to Parent. (4) If the Closing Business Debt as finally determined in accordance with this Section 2.6 is greater than the Estimated Closing Business Debt, Parent shall pay the amount of such excess to Purchaser. (5) If the Closing Transaction Expenses as finally determined in accordance with this Section 2.6 are less than the Estimated Closing Transaction Expenses, Purchaser shall pay the amount of such shortfall to Parent. (6) If the Closing Transaction Expenses as finally determined in accordance with this Section 2.6 are greater than the Estimated Closing Transaction Expenses, Parent shall pay the amount of such excess to Purchaser. (7) If the Change of Control Payments as finally determined in accordance with this Section 2.6 are less than the Estimated Closing Change of Control Payments, Purchaser shall pay the amount of such shortfall to Parent. (8) If the Change of Control Payments as finally determined in accordance with this Section 2.6 are greater than the Estimated Closing Change of Control Payments, Parent shall pay the amount of such excess to Purchaser. (9) If the Project Contributions as finally determined in accordance with this Section 2.6 are less than the Estimated Project Contributions, Parent shall pay the amount of such shortfall to Purchaser. (10) If the Project Contributions as finally determined in accordance with this Section 2.6 are greater than the Estimated Project Contributions, Purchaser shall pay the amount of such excess to Parent. (11) If the Chinese DBFO Proceeds as finally determined in accordance with this Section 2.6 are less than the Estimated Chinese DBFO Proceeds, Purchaser shall pay the amount of such shortfall to Parent. (12) If the Chinese DBFO Proceeds as finally determined in accordance with this Section 2.6 are greater than the Estimated Chinese DBFO Proceeds, Parent shall pay the amount of such excess to Purchaser. (13) If the Dalriada DBFO Proceeds as finally determined in accordance with this Section 2.6 are less than the Estimated Dalriada DBFO Proceeds, Purchaser shall pay the amount of such shortfall to Parent. (14) If the Dalriada DBFO Proceeds as finally determined in accordance with this Section 2.6 are greater than the Estimated Dalriada DBFO Proceeds, Parent shall pay the amount of such excess to Purchaser. (15) If the Other DBFO Proceeds as finally determined in accordance with this Section 2.6 are less than the Estimated Other DBFO Proceeds (and the Estimated Other DBFO Proceeds was greater than the aggregate amount of all Permitted Proceeds Parent is entitled to receive between the Effective Date and the Closing Date), Purchaser shall pay the amount of such shortfall to Parent; provided, however that Purchaser shall not be obligated to pay Parent any amount in excess of the amount by which the Base Purchase Price was reduced pursuant to Section 2.6(b)(11), if any. (16) If the Other DBFO Proceeds as finally determined in accordance with this Section 2.6 are greater than the Estimated Other DBFO Proceeds (and the Estimated Other DBFO Proceeds were greater than the aggregate amount of all Permitted Proceeds Parent is entitled to receive between the Effective Date and the Closing Date), Parent shall pay the amount of such excess to Purchaser. (g) Any payment to be made as a result of an adjustment to the Base Purchase Price pursuant to this Section 2.6 shall be paid by Sellerwire transfer of immediately available funds, together with interest thereon for the period commencing on the one hand, Closing Date through the date on which such payment is made calculated at the Prime Rate. Such interest shall be payable at the same time as the payment to which it relates and Purchasers, shall be calculated daily on the other hand, based upon basis of a year of 365 days and the percentage which the portion actual number of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellerdays elapsed.

Purchase Price Adjustments. (a) By not later than In the end event that, prior to the Closing, Seller and/or ABPH enters into an amendment to any lease of any store listed on Schedule 2.03(a) increasing or decreasing the occupancy costs for any of such leases following the Closing Date from the rent terms that would otherwise be payable by Seller and/or ABPH under any such lease, then the Purchase Price shall be decreased (in the event of a net increase in occupancy costs) or increased (in the event of a net decrease in occupancy costs), as the case may be, by an amount (the "Lease Fee Adjustment") equal to five (5) multiplied by the difference between: (1) the total base and percentage rent plus all other occupancy expenses for the year commencing on the Closing Date under such leases calculated as if no such amendments had been entered into; and (2) the total base and percentage rent plus all other occupancy expenses for the year commencing on the Closing Date under such amended leases. For the purposes of calculating percentage rent in each of the fourth business day above-mentioned cases the sales of the relevant store shall be assumed to be the sales of that store for the four consecutive full fiscal quarters of Seller immediately preceding the Closing. (b) Subject to Section 2.06, In the event that, at or prior to the Closing, any lease of any store listed on Schedule 2.03(a) is neither transferred by Seller to ABPH with all consents from landlords necessary to permit such transfers in connection with the Restructuring contemplated by Section 5.06 and the sale, assignment, transfer and delivery of the ABPH Common Stock to Buyer nor franchised to a designee of Buyer pursuant to the terms of Section 6.01(b), the Purchase Price shall be adjusted downward by an amount (the "Lease Loss Adjustment") equal to five (5) multiplied by the total net EBITDA of all such stores during Seller's 1997 fiscal year as listed on Schedule 2.03 (a) opposite the relevant store. The foregoing notwithstanding, Seller and/or ABPH, as the case may be, may close those bakery/cafe stores identified on Schedule 5.01(a)(ii) prior to the Closing, and no Lease Loss Adjustment calculation shall be made based upon the EBITDA of such stores. (c) At least three (3) Business Days' prior to the Closing, Seller shall deliver to Buyer a statement estimating each of the Lease Fee Adjustment, Lease Loss Adjustment and the Net Worth Adjustment pursuant to this Section 2.03, setting forth the amount of adjustments determined by Seller and the computation of such adjustments in detail reasonably satisfactory to Buyer. The Purchase Price paid to Seller at the Closing pursuant to Section 2.02 shall be adjusted by the net amount of these adjustments. (d) Within sixty (60) calendar days after the Closing Date, Seller shall prepare and deliver to Purchasers Buyer a statement consolidated balance sheet of the Au Bon Pain Division as of the Closing Date (the "Pre-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working CapitalDate Balance Sheet"), Cash on Hand together with a computation of the "Lease Fee Adjustment" and the "Lease Loss Adjustment" and the "Net Worth Adjustment" (as those terms hereinafter are defined; such adjustments are referred to collectively herein as the "Estimated Cash on HandPurchase Price Adjustments"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement Date Balance Sheet shall be prepared in accordance with GAAP applied consistently with the definitions set forth ABP Division Financial Statements. (e) Buyer and its representatives shall have fifteen (15) calendar days to review the computations of the Purchase Price adjustments pursuant to this Section 2.03. If Buyer disputes any of the Purchase Price Adjustments, it shall, within such fifteen (15) day period, provide Seller with a written notice specifying in this Agreementreasonable detail such item(s) of dispute. Any items not specifically disputed shall be deemed conclusively determined. Buyer and Seller shall attempt to resolve by mutual agreement the item(s) in dispute in good faith within thirty (30) calendar days (the "Resolution Period") following the delivery of such written notice. If any of the item(s) in dispute are not resolved within the Resolution Period, including the definition parties shall promptly submit the dispute(s) for resolution to a so-called "Big Five" accounting firm (the "Arbitrator") mutually agreed upon by Buyer and Seller (but which shall not be PricewaterhouseCoopers LLP), who shall determine the disputed Purchase Price Adjustments items on a basis consistent with the provisions hereof and whose decision shall be final and binding on the parties, and when made, shall be deemed to be an agreement between the parties on the issues so determined. The expense of Net Working Capitalthe Arbitrator shall be borne equally by the parties. The Arbitrator shall determine the Purchase Price Adjustments items specifically in dispute as soon as practicable, and, where applicablein any event, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the bookswithin fifteen (15) days, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared all in accordance with the standards and definitions set forth herein. The Arbitrator shall determine the Purchase Price Adjustments items specifically in this Agreement, including dispute within the definition ranges of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject values established for each such item as determined by reference to the execution of customary work paper access letters if requested) of value assigned to each such item by Buyer's objection notice and the Company EntitiesSeller in the Closing Financial Statements, Purchasers (solely respectively, and without regard to their materiality, individually or in the aggregate. Each accounting term used herein shall have the meaning that is applied thereto in accordance with GAAP and each account included in the Closing Financial Statements shall be calculated in accordance with GAAP, as applied to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shallAu Bon Pain Division balance sheet, and shall cause be consistent with the other Company Entities to, use their reasonable best efforts to cause their respective employees books and accountants to reasonably cooperate with, and respond to, such inquiriesrecords of the Au Bon Pain Division. If Seller has any objections With respect to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component calculation of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt levels of the Preliminary Closing Statement. Any items contained accounts set forth above, no change in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement accounting principles shall be final, binding and non-appealable by made from those utilized in preparing the parties hereto. If an Objections Statement is delivered ABP Financial Statements (without regard to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items"their materiality) to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicablewithout limitation, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm)nature or classification of accounts, and to send copies closing proceedings, level of such written determination to Purchaser1 and Sellerreserves or levels of accruals. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision For purposes of the Dispute Resolution Firm preceding sentence, "change in accounting principles" includes all changes in accounting principles, policies, practices, procedures or methodologies with respect to financial statements, their classification or their display, as well as all Disputed Items changes in practices, methods, conventions, or assumptions (unless required by objective changes in underlying events as reasonably agreed upon by Buyer and Seller) utilized in making accounting estimates. The Net Worth Adjustment, as finally determined by Section 2.03(d)-(e), shall be final, binding and non-appealable on referred to as the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by SellerFinal Net Worth Adjustment.

Purchase Price Adjustments. (a) By not later than the end of the fourth business day prior to the Closing Date, Seller shall deliver to Purchasers a statement (the "Pre-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 the Sellers will prepare and deliver to Seller a statement setting forth Purchasers' good faith calculation the Purchaser unaudited consolidated balance sheets of Net Working Capitaleach of Chem-Nuclear and its subsidiaries and Federal Services and its subsidiaries, Cash in each case as of the close of business on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price Closing Date (the "Preliminary Closing StatementBalance --------------- Sheets"), which shall be prepared on the basis of United States generally ------ accepted accounting principles ("GAAP"), except to the extent that the unaudited ---- consolidated balance sheets as of September 30, 1999 of each of Chem-Nuclear and its subsidiaries and Federal Services and its subsidiaries (the "Offer Balance ------------- Sheets") were not prepared in accordance with GAAP (which exceptions to GAAP are ------ disclosed in Section 2.6 of the Disclosure Letter), applied on a basis consistent with the application of GAAP, subject to such exceptions, in the preparation of the Offer Balance Sheets, and except as otherwise provided in Section 1.3(a) of the Disclosure Letter. The Preliminary Purchaser shall cause each of the Companies and its subsidiaries and their respective employees (i) to assist the Sellers in the preparation of the Closing Statement shall Balance Sheets and (ii) to provide the Sellers on-site access at all reasonable times to the personnel, properties, books and records of each of the Companies and its subsidiaries necessary for the preparation of the Closing Balance Sheets until final resolution of all matters in dispute under this Section 1.3. (b) During the 60-day period following the date of Purchaser's receipt of the Closing Balance Sheets, the Purchaser and its accountants will be permitted to review the working papers of the Sellers relating to the Closing Balance Sheets, provided that the Purchaser and its accountants execute and deliver a confidentiality agreement, reasonably satisfactory to the Sellers, and adhere to whatever procedures the Sellers reasonably request to safeguard confidential, non-public or privileged information relating to the Sellers or any of their respective subsidiaries. The Closing Balance Sheets will become final and binding upon the parties on the sixtieth day following the date of delivery thereof, unless the Purchaser delivers a written notice (the "Purchaser's Notice") to the Sellers prior to such sixtieth day which specifies ------------------- in reasonable detail the amount by which and the reasons why it believes particular line items in either or both of the Closing Balance Sheets either (i) contain mathematical errors, (ii) contain errors or misstatements, or (iii) were not prepared in accordance with the definitions methodology specified in the first sentence of Section 1.3(a) and Section 1.3(e). The Purchaser's Notice shall not specify any basis for disagreement with the Closing Balance Sheets other than as set forth in this Agreementthe preceding sentence. (c) If the Purchaser delivers a Purchaser's Notice in accordance with Section 1.3(b), including then the definition parties shall, during the 30-day period beginning on the date of Net Working Capitalthe Sellers' receipt of the Purchaser's Notice, seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Purchaser's Notice. If the Purchaser and the Sellers are unable to resolve all of the Purchaser's objections within such 30-day period, then such unresolved objections shall be submitted to the New York office of Deloitte & Touche LLP (the "Third Party Accountant") for review and ---------------------- final and binding resolution of any and all matters which remain in dispute and which were properly included in the Purchaser's Notice. The Sellers and the Purchaser shall use reasonable efforts to cause the Third Party Accountant to render a decision resolving the matters in dispute within 30 days following the submission of such matter to the Third Party Accountant for decision following such briefing and other procedures as the Third Party Accountant shall establish. The Sellers and the Purchaser agree that judgment may be entered upon the determination of the Third Party Accountant in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Third Party Accountant shall be borne 50% by the Sellers and 50% by the Purchaser. (d) Within 10 days after (x) the Closing Balance Sheets become final pursuant to Section 1.3(b) or (y) the parties reach agreement pursuant to Section 1.3(c) or (z) the Third Party Accountant renders its decision pursuant to Section 1.3(c), whichever occurs first, a final adjustment to the Initial Purchase Price will be made as follows: (i) if the sum of the amount of adjusted consolidated stockholders' equity of Chem-Nuclear and its subsidiaries, plus the amount of adjusted consolidated stockholders' equity of Federal Services and its subsidiaries, in each case as shown on the Closing Balance Sheets as finally determined pursuant to Section 1.3(b) or (c) ("Aggregate Final Adjusted Stockholders Equity") -------------------------------------------- exceeds the sum of the Chem-Nuclear Estimated Adjusted Closing Stockholders Equity and the Federal Services Estimated Adjusted Closing Stockholders Equity ("Aggregate Estimated Adjusted Stockholders Equity"), by $50,000 or more, then ------------------------------------------------ the Purchaser shall pay to the Sellers the amount of such excess, by wire transfer of immediately available funds to the account or accounts designated by the Sellers, and (ii) if the Aggregate Final Adjusted Stockholders Equity is less than the Aggregate Estimated Adjusted Closing Stockholders Equity by $50,000 or more, where applicable, then the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers Sellers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject pay to the execution Purchaser the amount of customary work paper access letters if requestedsuch deficit, by wire transfer of immediately available funds to the account or accounts designated by the Purchaser. The parties agree that any difference between Aggregate Final Adjusted Stockholders Equity and Aggregate Estimated Adjusted Stockholders Equity that is less than $50,000 shall not give rise to any obligation to make a payment pursuant to this Section 1.3. (e) For purposes of the Company EntitiesSections 1.2(c) and 1.3, Purchasers "adjusted consolidated stockholders' equity" shall be determined in accordance with GAAP (solely except to the extent used that the Offer Balance Sheets were not prepared in accordance with GAAP, as reflected in Section 2.6 of the Disclosure Letter), applied on a basis consistent with the application of GAAP in the preparation of the Preliminary Closing StatementOffer Balance Sheets, and except as otherwise specified in Section 1.3(a) of the Disclosure Letter. The parties agree that, except as otherwise specified in Section 1.3(a) of the Disclosure Letter, the adjustment contemplated by Sections 1.2(b) and their accountants used 1.3 is intended to show the change, if any, of the sum of the consolidated stockholders' equity of Chem-Nuclear and its subsidiaries, plus the consolidated stockholders' equity of Federal Services and its subsidiaries, from the date of the Offer Balance Sheets to the close of business on the Closing Date, and that, except as otherwise specified in Section 1.3(a) of the Disclosure Letter, such change is to be determined by calculating the consolidated stockholders' equity in the preparation same way, using the same methodologies and accounting practices (including with respect to determining estimates and allowances) at both dates. The scope of the Preliminary disputes to be resolved by the Third Party Accountant is limited to whether such calculations comply with the preceding sentence, and whether there were mathematical errors or other errors or misstatements in the Closing Statement. Seller Balance Sheets, and its accountants may the Third Party Accountant is not to make inquiries of the Company Entities, Purchasers any other determination. (solely f) Notwithstanding anything in this Agreement to the extent related contrary, any matter which is the subject of an adjustment, or claimed adjustment, to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers Initial Purchase Price pursuant to Seller’s request this Section 1.3, or which would have been the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation subject of such component and reasons an adjustment but for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained $50,000 thresholds set in the Preliminary Closing Statement Section 1.3(d), may not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable asserted by the parties hereto. If Purchaser as an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt alleged misrepresentation or breach of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx warranty or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth covenant in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Seller.

Purchase Price Adjustments. 2.6.1 Within three (a3) By not later than the end of the fourth business day Business Days prior to the Closing DateClosing, Seller shall deliver to Purchasers Buyer a statement (the "Pre-Closing “Estimated Inventory Statement"”) setting forth the Fully Diluted Sharesduly executed by an officer of Seller, the IP Purchase Price and Seller's that contains a good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation reasonable best estimate of the Estimated Purchase Price, and a schedule Inventory Value (the “Option Consideration ScheduleEstimated Inventory Value”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing ). The Estimated Inventory Statement and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement Estimated Inventory Value shall be prepared in accordance a manner consistent with Schedule 2.6. 1. If the definitions set forth in this AgreementEstimated Inventory Value is less than the Target Inventory Value, including then the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered Payment payable to Seller not later than the end of the second business day prior to at the Closing Datepursuant to Section 2.5.1 shall be decreased by such shortfall amount. If the Estimated Net Working Capital set forth in the Pre-Closing Statement Inventory Value is greater than $13,000,000the Target Inventory Value, then the Estimated Purchase Price, Closing Payment payable to Seller at the Optionholder Payment Amounts and the Option Consideration Closing pursuant to Section 2.5.1 shall be calculated as if Estimated Net Working Capital was equal to $13,000,000increased by such surplus amount. 2.6.2 Within sixty (b60) Within 90 calendar days after the Closing Date, Purchaser1 will Buyer shall prepare and deliver to Seller (a) a statement (the “Closing Inventory Statement”) setting forth Purchasers' good faith Buyer’s calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses the Inventory Value and the resulting Final Purchase Price Adjustment Calculation and (b) work papers and backup data (in each case if applicable) reasonably sufficient to allow for the "Preliminary verification of information set forth in the Closing Inventory Statement"). The Preliminary Closing Statement Inventory Statement, the Inventory Value, and the Adjustment Calculation as determined by Buyer shall be prepared in accordance a manner consistent with Schedule 2.6.1. 2.6.3 On or prior to the definitions thirtieth (30th) calendar day following Xxxxx’s delivery of the Closing Inventory Statement, the Inventory Value, and the Adjustment Calculation as determined by Buyer and work papers and backup data (in each case if applicable) reasonably sufficient to allow for the verification of information set forth in this Agreementthe Closing Inventory Statement, Seller may give Buyer a written notice stating in reasonable detail any and all of Seller’s non-duplicative objections (an “Objection Notice”) to the Closing Inventory Statement or the determination of the Inventory Value or the Adjustment Calculation as determined by Buyer, including the definition of Net Working Capitalamount, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller nature and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars basis of each objection (including for each component and necessary supporting documentation). Any determination set forth on the Closing Inventory Statement to which Seller does not specifically object in the Objection Notice shall be deemed acceptable and shall be final and binding upon the Parties upon delivery of the calculations objected toObjection Notice. The failure by Seller to deliver an Objection Notice within such thirty (30) day period shall constitute Seller’s acceptance of all of the items set forth in the Closing Inventory Statement (including the Inventory Value and the Adjustment Calculation), which shall be final and binding on the amount Parties for all purposes of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's this Agreement. 2.6.4 Following Xxxxx’s receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statementany Objection Notice, Seller and Purchaser1 Xxxxx shall attempt to negotiate in good faith to resolve such dispute. In the objections event that Seller and Buyer fail to agree on any of Seller’s proposed adjustments set forth in the Objections Statement and if they do not reach a final resolution of all such objections Objection Notice, within 30 thirty (30) days after Seller's delivery of Buyer receives the Objections Statement to Purchaser1Objection Notice, Seller and Purchaser1 Buyer agree that an Independent Accountant, who shall submit any objections for which final resolution between Seller serve as an expert and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx as an arbitrator, shall make the final, binding determination, absent Fraud or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (manifest error, regarding the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses proposed adjustments set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Objection Notice that are not resolved by Seller and Purchaser1 Buyer (i.e., not on the basis of an independent review or investigation“Adjustment Calculation Disputed Items”). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by SellerBuyer, on the one hand, and PurchasersSeller, on the other hand, based upon each shall provide the percentage which the portion Independent Accountant with their respective determinations of the Disputed Items not awarded to each party bears to the aggregate amount of Adjustment Calculation Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 The Independent Accountant shall make its determination of the amount claimed by Adjustment Calculation Disputed Items and the resultant Final Inventory Value and Final Adjustment Calculation, which determination shall be final and binding on the Seller which Parties and Buyer. The determination of any of the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Adjustment Calculation Disputed Items by awarding Seller $300 the Independent Accountant shall be within, and limited by, the range comprised of the $500 respective determination of each of Buyer’s and Seller’s calculation with respect to such Adjustment Calculation Disputed Items. The determination of the Adjustment Calculation Disputed Items by the Independent Accountant shall be based on whether such Adjustment Calculation Disputed Items have been calculated in accordance with the standards set forth in this Section 2.6 (and related definitions and schedules), then and the Independent Accountant is not to make any other determination. Buyer and Seller shall promptly furnish or cause to be furnished to the Independent Accountant such work papers and other documents and information relating to the Adjustment Calculation Disputed Items as the Independent Accountant may reasonably request and that are available to Buyer or Seller (collectively, the “Requested Information”). The Independent Accountant shall make its determination based solely on presentations and supporting material provided by Xxxxx and Seller and the Requested Information, and not pursuant to any independent review. Seller and Xxxxx shall instruct the Independent Accountant to provide its determination in writing to each of them within sixty (60) days after the matter is referred to the Independent Accountant. The fees, costs and expenses of the Dispute Resolution Firm will Independent Accountant shall be paid 60% (i.e. 300/500) pro rata by Purchasers Xxxxx, on the one hand, and 40% (i.e.Seller, 200/500) by on the other hand, in relation to the proportional difference between the Independent Accountant’s determination of the Final Adjustment Calculation and Buyer’s and Seller’s respective determination of the Adjustment Calculation. Any of the Parties may require that the Independent Accountant enter into a customary form of confidentiality agreement with respect to the work papers and other documents and information provided to the Independent Accountant under this Section 2.6. As used herein, “Final Inventory Value” means the Inventory Value as ultimately determined in accordance with Section 2.6.3 or this Section 2.6.4, as applicable.

Purchase Price Adjustments. (a) By not No later than the end of the fourth business day three days prior to the Closing DateClosing, Seller Sellers shall prepare and deliver to Purchasers Buyer a preliminary settlement statement prepared by Sellers in accordance with this Agreement and generally accepted accounting principles consistently applied by Sellers (the "Pre-Closing “Preliminary Settlement Statement") setting ”), which sets forth the Fully Diluted Shares, the IP Purchase Price and Seller's Sellers’ good faith estimates estimate of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") the Operating Balance and Transaction Expenses ("Estimated Transaction Expenses") and the resulting Sellers’ good faith calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000Payment. (b) Within As soon as practicable but no later than the date that is the later of (i) 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation or (ii) the date two business days after the final resolution of Net Working Capital, Cash on Hand, Indebtedness all disputed Defects and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared Title Benefits in accordance with Section 5.2, Sellers shall prepare and deliver to Buyer a statement in the definitions same form of and on the same basis as the Preliminary Settlement Statement (the “Proposed Final Settlement Statement”), which sets forth Sellers’ calculation of the final Purchase Price and each adjustment or payment that was not finally determined on the Preliminary Settlement Statement. Each Party shall, during normal business hours, grant and provide the other Party access to the Purchased Records in the possession or control of such Party for the purposes of conducting an audit of the information set forth in the Proposed Final Settlement Statement. (c) Within the later of (i) 30 days following receipt by Buyer of the Proposed Final Settlement Statement or (ii) 60 days after the Closing, Buyer shall, if applicable, provide Sellers with a written objection (a “Notice of Disagreement”) detailing Buyer’s objections, if any, to Sellers’ calculation of the final Purchase Price. To the extent such written notice is not delivered by Buyer within such time period, Sellers’ calculation of the final Purchase Price, and each component thereof, shall become final and binding upon the Parties. (d) Any disagreement between Buyer and Sellers regarding Sellers’ calculation of the final Purchase Price that cannot be resolved within 30 days after the date of the Notice of Disagreement shall be resolved by the Audit Firm, who shall calculate the final Purchase Price in a manner consistent with the Preliminary Settlement Statement and this Agreement in all respects. Sellers and Buyer shall each have an opportunity to present its position to the Audit Firm and shall cooperate with the Audit Firm in making available to it any records or work papers requested by the Audit Firm. The determination of the Audit Firm shall be expressly limited to the determination of the final Purchase Price, and the Audit Firm will not render any decision or have any authority to render a decision with respect to any other matter relating to this Agreement, including with respect to any alleged breach of a representation, warranty or covenant by any Party. In making such determination, the Audit Firm shall consider only those items and amounts in the Proposed Final Settlement Statement with which Buyer has disagreed and which are set forth in the Notice of Disagreement. In no event shall the final Purchase Price as determined by the Audit Firm be more favorable to Sellers than reflected on the Proposed Final Settlement Statement by Sellers nor more favorable to Buyer than shown in the proposed changes set forth in the Notice of Disagreement. Subject to the provisions set forth in this Agreement, including the definition of Net Working Capital, and, where applicableSection 3.4(d), the Applicable Accounting Principles. After delivery decision of the Preliminary Closing Statement, Purchasers Audit Firm shall give Seller be set forth in writing and its accountants reasonable access to review shall be conclusive and binding on the books, records Parties and work papers (subject to judicial enforcement. The fees charged by the execution Audit Firm shall be borne 50% by Buyer and 50% by Sellers and each Party shall bear all of customary work paper access letters if requested) its own costs and expenses associated with the submission of the Company Entities, Purchasers (solely any disputed matters to the extent used in Audit Firm. (e) If the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entitiesfinal Purchase Price, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers as determined pursuant to Seller’s request this Section 3.4, exceeds the particulars sum of each objection (including for each component of i) the calculations objected toClosing Payment plus (ii) the Deposit, then Buyer shall pay to Sellers the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Sellerexcess. If an Objections Statement the final Purchase Price, as determined pursuant to this Section 3.4, is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for sum of (A) the Closing Payment plus (B) the Deposit, then Sellers shall pay to Buyer the amount of such item submitted by either party deficiency. Any payment shall be made within three days after the date the final Purchase Price is deemed to be finally determined pursuant to this Section 3.4 via wire transfer of immediately available funds to the Dispute Resolution Firm. The Dispute Resolution Firm may not award account(s) designated in writing by the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect Party entitled to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellersuch payment.

Purchase Price Adjustments. (a) By not Not later than the end of the fourth business day prior to ninety (90) days after the Closing Date, Seller Buyer shall prepare and deliver to Purchasers a statement the Seller Representative an unaudited consolidated balance sheet of the Acquired Companies as of the Sale Time (the "Pre-Final Closing StatementDate Balance Sheet") and a reasonably detailed statement (together with the Final Closing Date Balance Sheet, collectively, the "Adjustment Statements") setting forth Buyer's calculations of Closing Date Cash (the Fully Diluted Shares"Final Closing Date Cash"), Closing Date Indebtedness (the IP Purchase Price "Final Closing Date Indebtedness"), and Seller's good faith estimates of Closing Date Net Working Capital (the "Estimated Final Closing Date Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Adjustment Statements delivered by Buyer shall be accompanied by reasonable supporting details and work papers. The Final Closing Statement Date Balance Sheet shall be prepared in accordance with the definitions set forth Specified Accounting Principles, provided that the Acquired Companies' inventory shall reflect the results of the physical inventory count jointly conducted by Buyer and Seller prior to the Closing Date for purposes of establishing the count portion of inventory and each component thereof to be included in the Final Closing Date Balance Sheet (the "Physical Inventory Count"), which Physical Inventory Count shall (i) include only inventory of a quality and quantity usable and salable in the ordinary course of the applicable Acquired Company's business consistent with past practice, and (ii) reflect adjustments in accordance with the Specified Accounting Principles to take into account any days elapsed between the date the physical inventory was conducted and the Closing Date. The respective independent auditors (or other designee) of Seller and the Buyer Parties, if any, shall have the right to observe the taking of the Physical Inventory Count. If Buyer fails to timely deliver the Adjustment Statements, then the Seller Representative shall have the option to declare the Closing Calculation to be deemed the final Adjustment Statements for purposes of this Section 2.07. Within sixty (60) days after delivery of the Adjustment Statements and adequate reasonable supporting information, the Seller Representative may deliver written notice (the "Protest Notice") to Buyer of any objections that the Seller Representative may have to the Adjustment Statements, provided that the Seller Representative's objections shall be limited to (i) the Adjustment Statements not being prepared in accordance with this Agreement, including Buyer's failure to correctly apply the definition Specified Accounting Principles or to provide reasonably adequate supporting details and work papers for its calculations, and (ii) arithmetic errors. The Protest Notice shall set forth in reasonable detail the basis of Net Working Capitalsuch objection(s) together with the amount(s) in dispute; provided, and, where applicablethat the Seller Representative's obligation to provide reasonable detail shall be conditioned on the Seller Representative having had such access and cooperation pursuant to this Subsection (a) (as described below) as it shall have deemed reasonably necessary. Upon receipt of the Adjustment Statements, the Applicable Accounting Principles. Seller Representative and its Representatives shall give Purchasers be given prompt and reasonable access, during normal business hours, to all of Buyer's, the Acquired Companies' and their accountants’ reasonable access ' books and records (including working papers, schedules and calculations) reasonably relating to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing StatementAdjustment Statements, including by Buyer making any applicable records available in electronic form where reasonably requested. Purchasers The Seller Representative and their accountants its Representatives may make inquiries of Seller and Buyer, the Company Entities Acquired Companies, and their accountants respective Representatives regarding questions concerning or disagreements with the Pre-Closing Statement Adjustment Statements arising in the course of their review thereof, and Seller and the Company shallBuyer shall use its, and shall cause the other Company Entities to, Acquired Companies to use their respective, reasonable best efforts to cause their respective employees cooperate with and accountants promptly respond to reasonably cooperate with, and respond to, such inquiries. . (b) Upon receipt of a Protest Notice, Buyer and the Seller Representative shall consider attempt in good faith to resolve any comments dispute regarding the Adjustment Statements (and all such discussions related thereto shall, unless otherwise agreed by Buyer and the Seller Representative, be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule). If Buyer and the Seller Representative are unable to resolve any disagreement with respect to the Pre-Adjustment Statements within thirty (30) days following Buyer's receipt of the Protest Notice, then Buyer and the Seller Representative shall engage, and submit such dispute for resolution to, a mutually agreed upon independent nationally or regionally recognized accounting firm (the "Independent Accountant"). The Independent Accountant will be jointly engaged by Buyer and the Seller Representative, will certify to Buyer and the Seller Representative that it is independent as to such engagement, will act as an expert and not an arbiter, and will be instructed to send to Buyer and the Seller Representative, within thirty (30) days of the date on which such dispute is referred to the Independent Accountant, its determination on the specific matters in dispute which calculation shall be between the determinations prepared by the Seller Representative in the Protest Notice and Buyer in the Adjustment Statements as to Final Closing Statement made Date Cash as a whole, Final Closing Date Indebtedness as a whole, and Final Closing Date Net Working Capital as a whole, but otherwise in accordance with the Specified Accounting Principles, and shall be final and binding on all Parties absent manifest error. The Independent Accountant will determine the allocation of the cost of the Independent Accountant's review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total an amount equal to $1,000 and the Independent Accountant awards $600 in favor of the Seller Representative's position, 60% of the costs of the Independent Accountant's review would be borne by Purchasers in good faith in writing Buyer and delivered 40% of the costs of the Independent Accountant's review would be borne by Seller and the Seller Owners. (c) The Parties agree as follows: (i) If the Final Closing Date Net Working Capital as finally determined pursuant to the foregoing provisions of this Section 2.07 is greater than the Estimated Closing Date Net Working Capital, Buyer shall owe the excess to Seller. If the Final Closing Date Net Working Capital as finally determined pursuant to foregoing provisions of this Section 2.07 is less than the Estimated Closing Date Net Working Capital, then Seller and the Seller Owners shall owe the deficit to Buyer. (ii) If the Final Closing Date Cash as finally determined pursuant to the foregoing provisions of this Section 2.07 is greater than the Estimated Closing Date Cash, Buyer shall owe the excess to Seller. If the Final Closing Date Cash as finally determined pursuant to foregoing provisions of this Section 2.07 is less than the Estimated Closing Date Cash, Seller and the Seller Owners shall owe the deficit to Buyer. (iii) If the Final Closing Date Indebtedness as finally determined pursuant to the foregoing provisions of this Section 2.07 is less than the Estimated Closing Date Indebtedness, Buyer shall owe the deficit to Seller. If the Final Closing Date Indebtedness as finally determined pursuant to foregoing provisions of this Section 2.07 is greater than the Estimated Closing Date Indebtedness, Seller and the Seller Owners shall owe the excess to Buyer. (iv) The net amount, if any, of amounts owing to Buyer minus amounts owing to Seller not later pursuant to (i), (ii) and (iii) above is the "Buyer Adjustment Amount." The net amount, if any, of amounts owing to Seller minus amounts owing to Buyer pursuant to (i), (ii) and (iii) is the "Seller Adjustment Amount." The Parties agree that: A. Within ten (10) Business Days of the final determination of any Seller Adjustment Amount, (i) Buyer shall pay any Seller Adjustment Amount to Seller by wire transfer of immediately available funds in accordance with written instructions provided by the Seller Representative to Buyer, and (ii) Eastern, as party to the Escrow Agreement and on behalf of Buyer, and the Seller shall issue joint written instructions to the Escrow Agent for the release of all amounts remaining in the Working Capital Escrow Fund. B. Within ten (10) Business Days of the final determination of any Buyer Adjustment Amount, the Seller Representative and Eastern, as party to the Escrow Agreement and on behalf of Buyer, shall issue joint written instructions to Escrow Agent to pay (i) to Buyer from the Working Capital Escrow Fund an amount equal to the Buyer Adjustment Amount, and (ii) to the Seller Representative all amounts remaining, if any, in the Working Capital Escrow Fund after disbursement of the Buyer Adjustment Amount; provided, however, that in the event the Buyer Adjustment Amount is greater than the end amount remaining in the Working Capital Escrow Fund (such excess amount, the "Excess Buyer Adjustment Amount"), (A) the Seller Representative and Eastern, as party to the Escrow Agreement and on behalf of Buyer, shall issue joint written instructions to the Escrow Agent to pay to Buyer the entire balance of the second business Working Capital Escrow Fund, and (B) Seller and the Seller Owners shall pay (or cause Seller Representative to pay on their behalf) to Buyer the amount of the Excess Buyer Adjustment Amount by wire transfer of immediately available funds in accordance with wire instructions provided by Buyer. For clarity, Seller shall be jointly and severally liable for the entire Buyer Adjustment Amount and each Seller Owner shall be severally, but not jointly and severally, liable for his Pro Ration Percentage of the Buyer Adjustment Amount. C. Any payment of the Seller Adjustment Amount which is owed by Buyer and not so paid when due and payable in accordance Section 2.07(c)(iv)(A) shall bear simple interest from the date on which the amount is due and payable as provided in this clause (iv) to the date on which the payment is actually paid at a rate of five percent (5.00%) per annum (calculated on the basis of a 365 day year) which interest shall be payable to the Seller. Any payment of the Excess Buyer Adjustment Amount which is owed by Seller and the Seller Owners and which is not so paid when due and payable in accordance with Section 2.07(c)(iv)(B) shall bear simple interest from the date on which the amount is due and payable as provided in this clause (iv) to the date on which the payment is actually paid at a rate of five percent (5.00%) per annum (calculated on the basis of a 365 day year) which interest shall be payable to the Buyer. (d) The Parties agree that the Selling Parties and their Affiliates may engage the Acquired Companies' accountants and advisors at Kraft CPAs PLLC and Bass, Xxxxx & Xxxx and their respective Affiliates to advise or represent them in connection with the determination of the Final Closing Date Cash, the Final Closing Date Indebtedness, and the Final Closing Date Net Working Capital and the other matters addressed by this Section 2.07. (e) The cost of any policy of title insurance obtained by Buyer, and any endorsements issued in connection therewith, any survey or zoning letter or report obtained by Buyer, and any recording fees, search and exam fees related to the Company Real Property shall be paid by Buyer. Other than Transfer Taxes (which are the subject of Section 12.06), all other costs and expenses of the Contemplated Transactions related to the Company Real Property not allocated above shall be divided between Buyer and Seller in accordance with the custom of the jurisdiction where the applicable Company Real Property is located; provided, however, under all circumstances Seller and Buyer shall split evenly (50/50) any such costs incurred if no such custom exists. To the extent required for any particular Company Real Property, Seller and Buyer shall agree prior to Closing upon an appropriate value mutually acceptable to the Parties for such particular Company Real Property for purposes of determining any recordation or transfer tax applicable to each Company Real Property. (f) All customary charges and rents with respect to the Company Real Property (other than ad valorem real estate taxes, which shall be allocated pursuant to Section 2.07(g) and Section 10.02) shall be prorated and adjusted between the parties as of the Closing Date. If Estimated Net Working Capital set forth final prorations for those items addressed in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall this Subsection (f) cannot be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after made on the Closing Date, Purchaser1 will deliver then Buyer and Seller agree that such times shall be estimated using the immediately preceding year as the basis, with such final adjustment(s) to Seller a statement setting the prorations to be made promptly once statements evidencing the actual figures for the applicable time period are received. Payments in connection with such final adjustments shall be due and paid within thirty (30) days after mutual agreement of the amount(s) due. The prorations made in this Subsection (f) shall be without duplication of any items adjusted pursuant to the Adjustment Statements as set forth Purchasers' good faith above or Subsection (g) below. (g) To the extent not included in the calculation of Net Working CapitalCapital or Section 2.07(f), Cash all real estate Taxes, special or general assessments, assessments under any Permitted Encumbrances, personal property Taxes, water and sewer rents, rates and charges and other municipal permit fees that relate to the Company Real Property or any personal property owned or used by the Acquired Companies in connection with the operation of their respective businesses with respect to time periods before and after the Closing shall be prorated and adjusted between the parties as of the Closing Date. If final prorations for those items addressed in this Subsection (g) cannot be made on Handthe Closing Date, Indebtedness then Buyer and Transaction Expenses Seller agree that such amounts shall be estimated based on the most recent available xxxx or periodic payment and shall be re-prorated promptly upon receipt of the resulting Final Purchase Price actual Tax xxxx (such re-proration, if any, the "Preliminary Closing StatementProperty Tax Adjustment"). The Preliminary Closing Statement After the Property Tax Adjustment is complete, payments in connection with any Property Tax Adjustment shall be prepared due and paid within thirty (30) days after mutual agreement of the amount(s) due. The prorations made in accordance with this Subsection (g) shall be without duplication of any items adjusted pursuant to the definitions Adjustment Statements as set forth in above or Subsection (f) above. (h) Any payments made pursuant to this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers Section 2.07 (subject other than fees paid to the execution of customary work paper access letters if requestedIndependent Accountant) of shall be treated by the Company EntitiesParties as an adjustment to the Purchase Price for Income Tax purposes, Purchasers (solely except to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely applicable Law requires such payment to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellertreated differently.

Purchase Price Adjustments. (a) By not later than the end Attached hereto as Schedule 1.5(A) is a pro forma balance sheet of the fourth business day prior to the Closing DateBusiness as of March 26, Seller shall deliver to Purchasers a statement (the "Pre-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule 2011 (the “Option Consideration ScheduleXxxxxxx Base Line Balance Sheet”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration). The Pre-Closing Statement shall be Xxxxxxx Base Line Balance Sheet was prepared in accordance with GAAP applied using the definitions set forth in this Agreementsame accounting methods, including the definition of Net Working Capitalpractices, andprinciples and policies and procedures, where applicablewith consistent classifications, the Applicable Accounting Principles. Seller shall give Purchasers judgments and their accountants’ reasonable access to review the books, records valuation and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities estimation methodologies that were used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and Audited Financial Statements for the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shallyear ended December 26, and shall cause the other Company Entities to2009, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments subject to the Pre-Closing Statement made by Purchasers in good faith in writing modifications and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital limitations set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000on Schedule 1.5(A) attached hereto. (b) Within 90 days No later than five Business Days prior to the Closing, the Company shall prepare and present to Buyer a projected closing balance sheet of the Business through the end of the monthly period ending prior to the Closing (the “Projected Closing Balance Sheet”). The Projected Closing Balance Sheet shall be attached to this Agreement as Schedule 1.5(B-1) and shall be prepared in a manner consistent with the Xxxxxxx Base Line Balance Sheet, together with the additional and/or revised accounting principles set forth on Schedule 1.5(B-2) attached hereto. (c) At Closing, the Purchase Price shall either be (i) increased by the amount, if any, by which the Net Current Assets on the Projected Closing Balance Sheet exceed the Net Current Assets on the Xxxxxxx Base Line Balance Sheet, or (ii) decreased by the amount, if any, by which the Net Current Assets on the Xxxxxxx Base Line Balance Sheet exceed the Net Current Assets on the Projected Closing Balance Sheet. (d) On the first day after the Closing Date, Purchaser1 the Company shall conduct a physical inventory (unit count) of all items of Inventory on hand at the Acquired Real and Leased Property and the Retained Real Property. Such inventory count, together with all inventory in transit and located at the public warehouse located in Sparks, NV or elsewhere on such date, will be utilized to prepare the Draft Balance Sheet. The Buyer shall make available, under Buyer’s supervision, Acquired Employees for the purpose of conducting such physical inventory, and appropriate representatives of the Buyer shall be entitled to observe such physical inventory. (e) Within 75 calendar days following the Closing, the Company shall deliver to Seller Buyer, a statement setting forth Purchasers' good faith calculation draft of Net Working Capital, Cash on Hand, Indebtedness an audited balance sheet of the Business as of the Final Date prepared at the Sellers’ and Transaction Expenses and the resulting Final Purchase Price Parent’s expense (the "Preliminary Closing Statement"“Draft Balance Sheet”). The Preliminary Closing Statement Draft Balance Sheet shall be prepared in accordance a manner consistent with the definitions Projected Closing Balance Sheet. (f) Unless Buyer notifies the Company in writing within 30 calendar days after its receipt of the Draft Balance Sheet that Buyer objects to the calculation of Net Current Assets set forth therein (“Buyer’s Objection Notice”), and specifies in reasonable detail the basis for such objection, the amount in dispute and, if any, the accounting firm assisting Buyer in conjunction with its analysis of the Draft Balance Sheet (“Buyer’s Accountants”), the Draft Balance Sheet shall become final and binding on all parties for purposes of this Section 1.5 and shall be known as the “Final Date Balance Sheet.” (g) If Buyer has objected to the Draft Balance Sheet, then the Company and the Buyer (or, at Buyer’s option, Buyer’s Accountants) shall attempt to resolve the issues set forth in this Agreement, including the definition of Net Working Capital, and, where applicableBuyer’s Objection Notice within 30 calendar days following its delivery. Failing resolution between these parties, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers unresolved issues set forth in Buyer’s Objection Notice shall give Seller and its accountants reasonable access to review the books, records and work papers (subject be submitted to the execution Boston office of customary work paper access letters if requestedMcGladrey (the “Neutral Accountants”) of for a final and binding resolution. The Neutral Accountants shall resolve the Company Entities, Purchasers (solely to issues in a manner consistent with the extent used in the preparation of the Preliminary Projected Closing Statement) and their accountants used in the preparation of the Preliminary Closing StatementBalance Sheet. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information The parties hereto agree that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement all adjustments shall be final, binding and non-appealable by made without regard to materiality. (h) The Neutral Accountant shall only decide the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections specific issues set forth in the Objections Statement Buyer’s Objection Notice that are in dispute and if they do not reach a final resolution their decision for each specific issue in dispute must be within the range of all values assigned to each such objections item in the Draft Balance Sheet and Buyer’s Objection Notice. The Neutral Accountants shall be requested to render their decision within 30 days after Seller's delivery of the Objections Statement to Purchaser1engagement, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in disputepracticable thereafter. The decision of the Dispute Resolution Firm Neutral Accountants shall be made in a writing delivered to the Company and the Buyer containing the Draft Balance Sheet, as adjusted to show such accountants’ determination (the “Accountants Final Date Balance Sheet”), which writing shall contain a certification that the accounting firm made its determination in conformity with the provisions of this Agreement, and such decision with respect to all Disputed Items disputed matters shall be final, final and binding and non-appealable on the parties heretoall parties. The fees, costs and expenses of the Dispute Resolution Firm Neutral Accountants shall be paid borne equally by Sellerthe Sellers and Parent, on the one hand, and PurchasersBuyer, on the other hand. Upon delivery by the Neutral Accountants, based upon the percentage Accountants Final Date Balance Sheet shall become final and binding on all parties for purposes of this Section 1.5 and shall be known as the “Final Date Balance Sheet.” (i) The Purchase Price paid at Closing shall either be (i) increased by the amount, if any, by which the portion Net Current Assets on the Final Date Balance Sheet exceed the Net Current Assets on the Projected Closing Balance Sheet, or (ii) decreased by the amount, if any, by which the Net Current Assets on the Projected Closing Balance Sheet exceed the Net Current Assets on the Final Date Balance Sheet. Any such increase or decrease (plus interest on such amount computed on the basis of a 365-day year at the prevailing prime rate quoted by Bank of America, N.A.) shall be remitted by wire transfer or other delivery of immediately available funds to accounts designated by the receiving party within five Business Days of the Disputed Items not awarded Final Date Balance Sheet becoming final and binding on the parties in accordance with the provisions of Section 1.5(e) and (f) or Sections 1.5(g) and (h) hereof. Any payment of the foregoing adjustment owed to each party bears Buyer shall be paid by the Escrow Agent from the Net Current Asset Escrow Amount pursuant to the aggregate amount terms of Disputed Items. For examplethe applicable Escrow Agreement. (j) In connection with the Company’s preparation of the Draft Balance Sheet, if Seller submits an Objections Statement for $1,000Buyer shall make available to the Company and the Company’s Accountants (i) working papers, worksheets and other documents as reasonably requested by the Company in its preparation of the Draft Balance Sheet, and if Purchaser1 disputes only $500 (ii) personnel involved in the preparation of the amount claimed Draft Balance; provided that such access shall be in a manner that does not materially interfere with the normal business operations of Buyer. (k) Any payments made pursuant to this Section 1.5 shall be treated as an adjustment to the Purchase Price by Seller which the parties cannot mutually resolvefor financial reporting and Tax purposes, and if the Dispute Resolution Firm ultimately resolves the Disputed Items unless otherwise required by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by SellerLaw.

Purchase Price Adjustments. (a) By not Not later than the end of the fourth business day three (3) Business Days prior to the Closing Date, Seller shall deliver to Purchasers Buyer a statement (the "Pre-“Estimated Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder in reasonable detail, with reasonable supporting documentation, Seller’s good faith estimate of (i) the number of shares of common stock Cash of the Target Companies as of the Calculation Time (the “Estimated Closing Cash”), (ii) the Indebtedness of the Target Companies as of the Calculation Time (the “Estimated Closing Indebtedness”), (iii) the Company subject to vested Options held by such Optionholder Transaction Expenses as of immediately prior to the Closing (the “Estimated Company Transaction Expenses”), (iv) the Net Working Capital of the Target Companies as of the Calculation Time (the “Estimated Closing Net Working Capital” and, together with the Estimated Closing Cash, the Estimated Company Transaction Expenses, and the dollar amount Estimated Closing Indebtedness, the “Estimated Amounts”) and (v) a calculation of the Closing Purchase Price derived therefrom, expressed in Dollars in accordance with Section 2.05. Seller shall provide Buyer and its Representatives with reasonable access to appropriate employees, advisors, relevant books and records of the Target Companies during normal business hours and upon reasonable notice (subject to execution of any customary work paper access letter required by Seller’s or the Company’s accountants or other advisors) to the extent reasonably necessary to verify the information contained in the Estimated Closing Statement; provided that such Optionholder's Optionholder Payment Amount access does not unreasonably disrupt the normal business operations of Seller or the Target Companies. In the event that Xxxxx notifies Seller prior to the Closing that Buyer in good faith disputes Seller’s calculation of the Estimated Amounts set forth on the Estimated Closing Statement, then Buyer and Seller shall cooperate in good faith to resolve any such dispute as promptly as practicable and, if so resolved, modify the Estimated Closing Statement and the Option ConsiderationClosing Purchase Price, as appropriate, to reflect any agreed adjustments to the Estimated Amounts; provided, that in case of any disagreement between the parties with respect to the Estimated Amounts that is not resolved prior to the Closing, in no case shall such disagreement delay the Closing and the Estimated Amounts of the Company set forth in the Estimated Closing Statement shall control. (b) No later than ninety (90) days following the Closing Date (the “Delivery Period”), Buyer shall, at its expense, prepare and deliver, or cause to be prepared and delivered, to Seller, a statement prepared in good faith in form substantially similar to the Estimated Closing Statement (the “Proposed Closing Statement”) setting forth, in reasonable detail, with reasonable supporting documentation, Buyer’s good faith calculation of (i) the Cash of the Target Companies as of the Calculation Time (the “Proposed Closing Cash”), (ii) the Indebtedness of the Target Companies as of the Calculation Time (the “Proposed Closing Indebtedness”), (iii) the Company Transaction Expenses as of immediately prior to the Closing (the “Proposed Company Transaction Expenses”), (iv) the Net Working Capital of the Target Companies as of the Calculation Time (the “Proposed Closing Net Working Capital” and, together with the Proposed Closing Cash, the Proposed Closing Indebtedness and the Proposed Company Transaction Expenses, the “Proposed Amounts”), and (v) Buyer’s proposed calculation of the Final Adjusted Purchase Price derived therefrom, expressed in Dollars in accordance with Section 2.05. If Xxxxx does not deliver a Proposed Closing Statement to Seller during the Delivery Period (provided that any Proposed Closing Statement delivered by Buyer within such Delivery Period will be deemed timely delivered, regardless of any objections (successful or otherwise) Seller may make that such Proposed Closing Statement was not prepared in accordance with this Agreement), then Seller shall have the right (but not an obligation) to prepare and deliver to Buyer a Proposed Closing Statement no later than sixty (60) days following the last day upon which Xxxxx’s Proposed Closing Statement was required to be delivered to Seller in accordance with this Section 2.05(b), and the provisions of this Section 2.05(b) shall apply to Seller’s Proposed Closing Statement, reversing the use of “Seller” and “Buyer” in Section 2.05(e) and Section 2.05(f); provided, that the Delivery Period shall be extended by a number of calendar days equal to the period during which any information reasonably requested by Buyer from Seller and its Representatives and reasonably necessary to verify the information contained in the Estimated Closing Statement in connection with preparing the Proposed Closing Statement has not been received by Buyer if such information (i) is requested by Buyer to Seller in writing and (ii) Seller has failed to use commercially reasonable efforts to provide Buyer with such information. For the avoidance of doubt, if Xxxxxx does not elect to deliver a Proposed Closing Statement in accordance with the foregoing sentence (following the expiration of the Delivery Period and any extension thereof), the Estimated Closing Statement shall constitute the Final Closing Statement. (c) The Pre-Estimated Closing Statement and the Proposed Closing Statement shall be prepared prepared, and the Estimated Amounts, the Proposed Amounts and the Final Amounts shall be calculated, in accordance with the applicable terms and definitions of this Agreement, including the Accounting Principles. (d) Following the delivery of the Proposed Closing Statement, Buyer shall provide Seller and its Representatives and, if applicable, the Independent Firm, access, upon advance written notice and during normal business hours, to relevant books, records, documents and work papers (subject to execution of any customary work paper access letter required by Xxxxx’s or the Company’s accountants or other advisors) requested by Seller and its Representatives to the extent reasonably necessary in connection with Seller’s review (or preparation, if applicable) of the Proposed Closing Statement, the Proposed Amounts or any resolution of any dispute with respect thereto; provided that such access does not unreasonably disrupt the normal business operations of Buyer or the Target Companies. (e) Within ninety (90) days following Buyer’s delivery of the Proposed Closing Statement to Seller, Seller shall deliver a Notice of Disagreement; provided, that such ninety (90)-day period shall be tolled for any period during which Buyer shall fail to make available to Seller all relevant books, records, documents and work papers required to be made available to Seller under Section 2.05(d) but only to the extent that such access or information (x) exists and (y) is requested by Seller in writing no more than forty-five (45) days following Buyer’s delivery (or deemed delivery in accordance with Section 2.05(b)) of the Proposed Closing Statement and (z) Buyer has failed to provide Seller with such access or information in accordance with the terms of Section 2.05(d). If Seller accepts the Proposed Amounts, or if Seller does not deliver a Notice of Disagreement to Buyer notifying Buyer of a dispute with respect to the Proposed Amounts in accordance with Section 2.05(f) within such ninety (90)-day period (subject to the proviso in the immediately foregoing sentence), then the Proposed Closing Statement and the Proposed Amounts set forth therein, in each case, shall be deemed final, conclusive and binding on the Parties in all respects and used for purposes of calculating the Final Adjusted Purchase Price in accordance with Section 2.05(h) and Section 2.05(i). (f) If Seller disputes the accuracy of the Proposed Closing Statement or of any of the Proposed Amounts or of the Final Adjusted Purchase Price derived therefrom, then Seller shall provide written notice of its disagreement (such notice, a “Notice of Disagreement”) and specifying the Proposed Amounts that Seller disputes, including the specific line items and amounts in dispute, with all matters in dispute in a single subaccount arising out of the same or similar facts constituting a “Disputed Item” and, collectively, the “Disputed Items”. (g) If a Notice of Disagreement is duly and timely delivered pursuant to Section 2.05(f), Seller and Buyer shall, during the thirty (30)-day period (or such longer period as Buyer and Seller mutually agree) following such delivery, negotiate in good faith to resolve the Disputed Items. If, at the conclusion of such resolution period, Seller and Buyer have not resolved all Disputed Items, then all Disputed Items remaining in dispute shall be submitted by Seller and Buyer for definitive resolution to Xxxxx Xxxxxxx or such other independent firm of international standing as Seller and Buyer may agree (the “Independent Firm”). The Independent Firm shall be engaged by Xxxxxx and Xxxxx no later than ten (10) Business Days (or such longer period as Buyer and Seller mutually agree) following the conclusion of such resolution period. Each of Xxxxxx and Xxxxx agrees to promptly execute, if requested by the Independent Firm, a reasonable engagement letter with respect to the determination to be made by the Independent Firm with respect to such dispute in accordance with this Section 2.05(g). Promptly after joint engagement of the Independent Firm, the Parties shall provide the Independent Firm with a copy of this Agreement, the Accounting Principles, Xxxxx’s Proposed Closing Statement and Seller’s Notice of Disagreement. Each of Seller and Buyer shall deliver to the Independent Firm and to the other Party simultaneously a written submission of its final position (the “Final Position”) with respect to each of the Disputed Items that remain in dispute (which Final Position may be different than the position set forth in the Proposed Closing Statement and the Notice of Disagreement, as the case may be, but may not be outside of the range of the positions set forth in the Proposed Closing Statement and Notice of Disagreement) within fifteen (15) days of the engagement of such Independent Firm. Each Party shall thereafter be entitled to submit a rebuttal to the other’s submission and such rebuttal shall be delivered to the Independent Firm and to the other Party simultaneously within thirty (30) days of the delivery of the Parties’ initial submissions to the Independent Firm and to each other. The Independent Firm may request additional information from either Party solely to the extent necessary to resolve the Disputed Items still in dispute from either Party, but absent such a request neither Party may make (nor permit any of its Affiliates or Representatives to make) any additional submission to the Independent Firm or otherwise communicate with the Independent Firm. Without limiting the foregoing, to the extent the Independent Firm requests additional information in accordance with the immediately preceding sentence, in no event shall either Party (i) communicate (or permit any of its Affiliates or Representatives to communicate) with the Independent Firm without providing the other Party a reasonable opportunity to participate in such communication or (ii) make (or permit any of its Affiliates or Representatives to make) a written submission to the Independent Firm unless a copy of such submission is simultaneously provided to the other Party. The Independent Firm’s determination shall be based upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Firm shall be based on the written submissions (and any subsequent oral presentations made in accordance with the terms of this Section 2.05(g)) by Seller and Buyer with respect to the Disputed Items that remain in dispute and not on the Independent Firm’s independent review. In deciding any matter, the Independent Firm (i) shall be bound by the terms and conditions of this Agreement, including the definition of Cash, Indebtedness, Company Transaction Expenses and Net Working CapitalCapital and the Accounting Principles and (ii) shall choose, and, where applicablewith respect to each Disputed Item still in dispute, the Applicable Accounting PrinciplesFinal Position proposed by Seller or Buyer in their written submissions. The scope of the disputes to be resolved by the Independent Firm shall be limited to fixing mathematical errors and determining whether the Disputed Items were determined in accordance with this Agreement and the Independent Firm is not to make any other determination. All negotiations pursuant to this Section 2.05(g) shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence. The Parties acknowledge and agree that the Independent Firm shall be functioning solely as an expert and not as an arbitrator. Seller and Buyer shall give Purchasers and their accountants’ use commercially reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants the Independent Firm to reasonably cooperate withrender its determination within thirty (30) days after submission of the Parties’ rebuttals, and respond toor as soon thereafter as possible, such inquiries. Seller which determination shall consider be set forth in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and a written statement delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness Buyer and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and conclusive, non-appealable and binding for all purposes hereunder, absent manifest error by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Independent Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs fees and expenses of the Dispute Resolution Independent Firm shall be paid by SellerSeller and Buyer in proportion to the allocation of the dollar value of the amounts in dispute between Seller and Buyer resolved by the Independent Firm, such that the Party prevailing on the one hand, greatest dollar value of such disputes pays the lesser proportion of such fees and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Itemsexpenses. For example, if Seller submits an Objections Statement for claims that the appropriate adjustments are One Thousand Dollars ($1,000, and if Purchaser1 disputes only $500 of ) greater than the amount claimed determined by Seller which the parties cannot mutually resolve, Buyer and if the Dispute Resolution Independent Firm ultimately resolves the Disputed Items dispute by awarding to Seller Three Hundred Dollars ($300 300) of the One Thousand Dollars ($500 of Disputed Items1,000) contested, then the fees, costs and expenses of the Dispute Resolution Independent Firm will shall be paid 60% allocated thirty percent (i.e. 300/50030%) by Purchasers and 40% (i.e., 200/500300 divided by 1,000) to Buyer and seventy percent (70%) (i.e., 700 divided by 1,000) to Seller. (h) The final Cash of the Target Companies as of the Calculation Time, the final Indebtedness of the Target Companies as of the Calculation Time, the Final Company Transaction Expenses as of immediately prior to Closing, and the final Net Working Capital of the Target Companies as of the Calculation Time, as finally determined pursuant to this Section 2.05(h) (whether by agreement of Buyer and Seller or determination by the Independent Firm), are referred to herein respectively as the “Final Closing Cash”, the “Final Closing Indebtedness”, the “Final Company Transaction Expenses” and the “Final Closing Net Working Capital” (and, collectively, the “Final Amounts”). The final closing statement reflecting the Final Amounts shall be the “Final Closing Statement”. (i) Following the procedures set forth in this Section 2.05, (A) if the Final Adjusted Purchase Price is greater than the Closing Purchase Price (such difference, the “Excess Amount”), then within three (3) Business Days after the determination of the Final Amounts, Buyer shall pay to Seller an amount in Dollars equal to the Excess Amount; and (B) if the Final Adjusted Purchase Price is less than the Closing Purchase Price (such difference, the “Shortfall Amount”), then within three (3) Business Days after the determination of the Final Amounts, Seller shall pay to Buyer an amount in Dollars equal to the Shortfall Amount. Any amount to be paid by Buyer or Seller pursuant to this Section 2.05(i) shall be paid by wire transfer of immediately available funds to an account designated in writing by Seller or Buyer, as the case may be. Seller and Buyer agree to treat any payments made under Section 2.05(i) as an adjustment to the Closing Purchase Price for all purposes, including Tax purposes (to the extent permitted by Applicable Law).

Purchase Price Adjustments. (a) By not No earlier than five Business Days but no later than the end of the fourth business day three Business Days prior to the Closing Date, the Seller shall deliver to Purchasers provide the Buyer with a statement good faith determination of its calculation (and reasonable supporting documentation) of (i) the "Pre-Closing Statement"Estimated Indebtedness, (ii) setting forth Estimated Cash Amount and (iii) the Fully Diluted Shares, the IP Preliminary Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000based thereon. (b) Within 90 ninety (90) days after the Closing Date, Purchaser1 will the Buyer shall deliver to the Seller a statement setting forth Purchasers' good faith which calculates the (i) Net Working Capital Value, and based thereon a calculation of the Net Working CapitalCapital Surplus or the Net Working Capital Deficit, as the case may be, (iii) Cash on HandAmount and (iv) Company Indebtedness and, Indebtedness and Transaction Expenses and taking into account thereof, the resulting Final Buyer’s calculation of the Purchase Price (the "Preliminary “Closing Statement"”). From and after Closing, the Buyer shall provide the Seller with reasonable access to all records, work papers, employees and facilities necessary to compute and verify the Closing Statement. The Preliminary Closing Statement as delivered to the Seller shall be prepared final and binding on the Parties unless the Seller timely delivers to the Buyer a Dispute Notice within sixty (60) days of receipt of the Closing Statement (the “Dispute Period”), which Dispute Notice shall describe the nature of any such disagreement in accordance with reasonable detail. Any items included in the definitions set forth Closing Statement not disputed in this Agreement, including a Dispute Notice during the definition of Net Working Capital, and, where applicable, Dispute Period shall be final and binding on the Applicable Accounting PrinciplesParties. After delivery of a Dispute Notice, the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers Buyer and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall promptly negotiate in good faith with respect to resolve the objections set forth in subject of the Objections Statement Dispute Notice, and if they do not are unable to reach an agreement within twenty (20) days after delivery to the Buyer of the Dispute Notice, the dispute shall be submitted to the Independent Accountant. The Independent Accountant shall be directed to issue a final resolution and binding decision within thirty (30) days of submission of the Dispute Notice, as to the issues of disagreement referred to in the Dispute Notice and not resolved by the Buyer and the Seller. The Independent Accountant shall review only the remaining items in dispute. Each Party may furnish to the Independent Accountant such information and documents as it deems relevant, with copies of such submission and all such objections within 30 days after Seller's delivery of documents and information being concurrently given to the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm")Party. The Dispute Resolution Firm's determination will be Independent Accountant shall resolve each item of disagreement based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, supporting material provided by the definition of Applicable Accounting Principles, Parties and the written submissions terms of Seller this Agreement and Purchaser1 (i.e., not on the basis of an pursuant to any independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall may not assign a value to any Disputed Item particular item greater than the greatest value for such item submitted claimed by either party to the Dispute Resolution Firm Party or less than the smallest value for such item submitted claimed by either party to Party, in the case of the Seller, as set forth in the Dispute Resolution FirmNotice, and in the case of the Buyer, as set forth in the Closing Statement. The Dispute Resolution Firm Closing Statement and the resulting calculation of Net Working Capital Value (including the Net Working Capital Surplus or the Net Working Capital Deficit, as the case may not award be), Cash Amount, Company Indebtedness and the parties in Purchase Price, as so adjusted by agreement and/or by the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items Independent Accountant (if required), shall be final, final and binding and non-appealable on the parties hereto. Parties. (c) The costs fees and expenses of the Dispute Resolution Firm Independent Accountant shall be paid by Sellerallocated between the Buyer, on the one hand, and Purchasersand/or the Seller, on the other hand, based upon the percentage which the portion of the Disputed Items contested amount not awarded to each party Party bears to the aggregate amount actually contested by such Party, as determined by the Independent Accountant. (d) To the extent the Purchase Price as finally determined pursuant to this Section 2.6 is less than the Preliminary Purchase Price, an amount equal to the deficiency shall be paid by the Seller in immediately available funds to the Buyer within five (5) Business Days after the final determination thereof in accordance with this Section 2.6. (e) To the extent the Purchase Price as finally determined pursuant to this Section 2.6 is greater than the Preliminary Purchase Price, an amount equal to the excess shall be paid by the Buyer in immediately available funds to and as directed by the Seller within five (5) Business Days after the final determination thereof in accordance with this Section 2.6. (f) For the avoidance of Disputed Items. For exampledoubt, if Seller submits an Objections Statement for $1,000, the Pre-Paid Warranties and if Purchaser1 disputes only $500 Solar Warranties shall not be taken into account in the calculation of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 Purchase Price or any of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellerits components.

Purchase Price Adjustments. (a) By not Not later than ten (10) Business Days (i) prior to the end of each Calendar Quarter and (ii) after the fourth business final day prior to of the Closing Datecalendar month in which the final New System is purchased hereunder, Seller shall deliver to Purchasers Buyer a statement revised Project Model, reflecting the Base Case Model updated solely to reflect (1) with respect to each New System that has achieved the "Pre-Closing Statement"Commissioning Milestone, (A) setting forth the Fully Diluted Shares, dates on which Buyer paid each portion of the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") for such New System and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount payments, (B) the date on which such New System achieved the Commissioning Milestone, and (C) if applicable, any reduction of ITC resulting from a failure of Seller to achieve the Commissioning Milestone in respect of such New System by the Commissioning Date Deadline for any reason, including a Force Majeure Event, and (2) with respect to each New System that Seller reasonably expects to achieve the Commissioning Milestone following the delivery of such revised Project Model, (A) the dates on which Buyer has paid, or is expected to pay, each portion of the Purchase Price for such New System and the Option Consideration. The Pre-Closing Statement shall be prepared amount of such payments, (B) the date on which Seller reasonably expects such New System to achieve the Commissioning Milestone and (C) any reduction of ITC expected to result from a failure of Seller to achieve the Commissioning Milestone in accordance with respect of such New System by the definitions set forth in this AgreementCommissioning Date Deadline for any reason, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000a Force Majeure Event. (b) Within 90 days Notwithstanding anything to the contrary set forth in Section 2.7(a), (i) In the event that the calculation performed pursuant to Section 2.7(a) as of any date would, if applied to all New Systems that are reasonably expected to achieve Commissioning after such date (each, a “[*]”), result (or be reasonably likely to result) in the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Aggregate Purchase Price exceeding the Maximum Aggregate Southern Portfolio Purchase Price, the Purchase Price for each such Post-Calculation New System shall instead be that amount that would result in the Aggregate Purchase Price equaling the Maximum Aggregate Southern Portfolio Purchase Price. (ii) For the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with avoidance of doubt and notwithstading anything to the definitions contrary set forth in this AgreementSection 2.7, including in no event shall any adjustment to the definition Purchase Price result (or be reasonably likely to result) in the Aggregate Purchase Price exceeding the Maximum Aggregate Southern Portfolio Purchase Price, unless mutually agreed in writing by the Parties. (c) Parties will mutually agree on an adjusted Purchase Price for the New Systems within five (5) Business Days of Net Working CapitalBuyer’s receipt of the revised Project Model pursuant to Section 2.7(a), andwhich shall be used as (i) the final Purchase Price for all New Systems invoiced and paid in the current Calendar Quarter (or, where applicablein the case of the final Project Model adjustment, the Applicable Accounting Principles. After delivery applicable month), and (ii) the Purchase Price for purposes of all invoices delivered in the following Calendar Quarter (until the date of the Preliminary Closing Statementnext adjustment made pursuant to this Section 2.7). Within five (5) Business Days of the Parties’ agreement on such adjusted Purchase Price, Purchasers Buyer shall give amend and reissue each invoice previously delivered by Seller and its accountants reasonable access to review Buyer for the bookscurrent Calendar Quarter (or, records and work papers (subject in the case of the final Project Model adjustment, the applicable month) to reflect the Purchase Price determined pursuant to this Section 2.7(c). For the avoidance of doubt, no adjustments shall be made hereunder with respect to any payments from Buyer to Seller made in any Calendar Quarter prior to the execution current Calendar Quarter. Without in any way limiting the provisions of customary work paper access letters if requested) Section 6.1(k), Seller makes no representation, warranty or guaranty regarding Buyer’s expected rate of return as a result of the Company Entities, Purchasers (solely to the extent used in the preparation purchase of the Preliminary Closing StatementNew Systems hereunder. (d) and their accountants used Following the reissuance of invoices pursuant to Section 2.7(c), if Buyer has made any over-payments or under-payments in the preparation respect of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statementinvoices, Seller shall deliver to Purchaser1 apply such over-payments or under-payments as a statement setting forth such objectionscredit against, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected or addition to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted owed by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination Buyer with respect to the Disputed Items as soon as reasonably possible invoices to be paid on the final Invoice Due Date of the current Calendar Quarter (which or, in the parties agree should not be later than 45 case of the final Project Model adjustment, the applicable month); provided, however, that if such adjustment results in Buyer owing no payments to Seller with respect to such invoices but fails to fully compensate Buyer for prior over-payments, Seller shall remit the remaining balance of any over-payments to Buyer within thirty (30) days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellerapplicable Invoice Due Date.

Purchase Price Adjustments. (a) By not later than the end of the fourth At least five (5) business day days prior to the Closing Date, Seller the Stockholders shall prepare and deliver to Purchasers Buyer a good faith estimate (the “Estimate Statement”), prepared in accordance with GAAP, except as noted thereon, applied in a manner consistent with the preparation of the Company Financial Statements, but including normal GAAP year-end adjustments, and accompanied by a certificate of the Chief Financial Officer of the Companies to that effect, of: the estimated aggregate amount of Working Capital as of the Closing Date (the “Estimated Closing Date Working Capital”), which Estimate Statement shall be reasonably acceptable to Buyer; provided that Buyer’s belief that the Estimate Statement is reasonable at that time shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth herein. In the event that the parties fail to resolve their disagreements over the disputed items prior to the Closing, the Estimated Closing Date Working Capital as set forth on the Estimate Statement as originally provided to Buyer, or with those modifications, if any, to which the parties shall have agreed shall be deemed to be the Estimated Closing Date Working Capital. The Cash Purchase Price paid at Closing shall be decreased to the extent that there is a Working Capital Deficiency. (b) As promptly as practicable after the Closing Date, but in no event more than sixty (60) days following the Closing Date, Buyer will prepare and deliver to the Stockholders a reasonably detailed statement (the "Pre-Closing “Buyer Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to Capital at the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Stockholders have not received a Buyer Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. within sixty (b60) Within 90 days after following the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Estimate Statement shall be prepared in accordance final and binding on the parties hereto. Buyer shall prepare the Buyer Statement consistent with the definitions set forth in this Agreement, including the definition basis of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Estimate Statement. Seller and Unless within thirty (30) days after its accountants may make inquiries receipt of Buyer Statement the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller Stockholders shall deliver to Purchaser1 Buyer a reasonably detailed statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available describing their objections to Seller by Purchasers pursuant to Seller’s request the particulars Buyer Statement (a “Statement of each objection (including for each component of the calculations objected toObjection”), the amount of Seller's calculation of such component and reasons for Working Capital at the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Date as set forth on Buyer Statement shall be final, final and binding and non-appealable by on the parties hereto. hereto (the “Final Working Capital”) and Buyer Statement shall be the final statement hereunder (the “Closing Date Statement”). (c) If an Objections the Stockholders deliver to Buyer a timely Statement is delivered to Purchaser1 within 45 days after Seller's receipt of Objection, Buyer and the Preliminary Closing Statement, Seller Stockholders and Purchaser1 their respective independent accountants shall negotiate in good faith and use reasonable best efforts to resolve any dispute. If the objections parties resolve their disagreements in accordance with the foregoing sentence, the Closing Date Statement and Final Working Capital with those modifications, if any, to which the parties shall have agreed shall be deemed to be the Closing Date Statement and Final Working Capital, respectively. If a final resolution is not reached within thirty (30) days after Buyer or the Stockholders have submitted their Statement of Objection, any remaining disputes shall be resolved by an independent accounting firm selected jointly by the parties (the “Reviewing Accountants”). The Reviewing Accountants shall be instructed to limit its review to matters specifically set forth in the Statement of Objections Statement and if they do not reach a final resolution of all such objections within 30 to resolve any matters in dispute as promptly as practicable, but in no event more than thirty (30) days after Seller's delivery of the Objections Statement such matters have been submitted to Purchaser1them, Seller and Purchaser1 shall submit any objections for which final to set forth their resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 a statement (the "Dispute Resolution Firm")“Accountant Statement”) setting forth the Final Working Capital at the Closing Date. With respect to any disputed matter, the Reviewing Accountants may select Buyer’s figure, the Stockholders’ figure or a figure between the two. The Dispute Resolution Firm's determination will be Reviewing Accountant shall act as an arbitrator to determine, based solely on the definitions terms of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, Agreement (including the definition of Applicable Accounting Principles, Working Capital set forth herein) and the written submissions of Seller presentations by the parties and Purchaser1 (i.e., not on the basis of an by independent review of legal, accounting or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm)factual matters, and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount only those issues in dispute. In no event may the Reviewing Accountant consider any issues, amounts or matters not disputed in a Statement of Objection delivered within the applicable 30 day period. The decision determination of the Dispute Resolution Firm with respect to all Disputed Items Reviewing Accountants shall be final, final and binding and non-appealable on the parties hereto. . (d) The costs fees and expenses of the Dispute Resolution Firm Reviewing Accountants shall be paid borne by SellerBuyer and the Stockholders in inverse proportion as they may prevail on matters resolved by the Reviewing Accountants, and such proportionate allocation shall also be determined by the Reviewing Accountants when their determination is rendered on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion merits of the Disputed Items not awarded to each party bears to matter submitted. For illustration purposes only, (i) if the aggregate total amount of Disputed Items. For example, if Seller submits an Objections Statement for disputed items by the Stockholders is $1,000, 100,000 and if Purchaser1 disputes only the Stockholders are awarded $500 of 50,000 by the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed ItemsReviewing Accountants, then the costs Stockholders and Buyer shall bear the Reviewing Accountants’ fees and expenses equally; or (ii) if the total amount of disputed items by the Stockholders is $100,000 and the Stockholders are awarded $75,000 by the Reviewing Accountants, then the Stockholders shall bear 25% and Buyer shall bear 75% of the Dispute Resolution Firm will Reviewing Accountants’ fees and expenses. The Stockholders and Buyer shall cooperate with each other and any Reviewing Accountants in connection with the matters contemplated by this Section 2.3, including Buyer’s preparation of and the Stockholders’ review of Buyer Statement, in each case including by furnishing such information and access to books, records (including accountants’ work papers), personnel and properties as may be paid 60% reasonably requested. (i.e. 300/500e) Within three (3) days after the final determination of the Final Working Capital in accordance with this Section 2.3, if the Final Working Capital is less than 0, the Stockholders shall pay to Buyer, by Purchasers and 40% wire transfer in immediately available funds to an account designated in writing by Buyer, an amount equal to the amount by which the Final Working Capital is less than 0, less the amount by which the Cash Purchase Price was adjusted in accordance with Section 2.3(a), if any (i.e.the “Final Working Capital Deficiency”), 200/500) by Sellerprovided that, in the Stockholders’ discretion, such amount may be satisfied from the Escrow Amount in accordance with Section 2.4.

Purchase Price Adjustments. Ernst & Young, LLP shall within seventy- five (a75) By not later than the end days of the fourth Closing Date conduct an audit of the Company to ensure that the Company has collected accounts receivable and paid accounts payable in the ordinary course of business during the ninety (90) day period prior to the Closing Date. In the event that the audit reveals that the Company has (a) collected accounts receivable at an accelerated rate during such period, Seller or (b) paid accounts payable at a reduced or delayed rate during such period, Vision 21 shall deliver seek an adjustment to Purchasers a statement (the "Pre-Closing Statement") setting forth Purchase Price. In the Fully Diluted Sharesevent that the proposed adjustment materially impacts the goodwill which may be created by the transaction, the IP Purchase Price and Seller's good faith estimates proposed adjustment shall take into account the related impact upon net income created by the change in amortization of Net Working Capital such goodwill. Vision 21 shall notify the Shareholder in writing within seventy-five ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness"75) and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation days of the Estimated Closing Date of its decision to seek an adjustment of the Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock amount of the Company subject to vested Options held by proposed adjustment and its reasons for such Optionholder immediately prior decision. If the Shareholder does not notify Vision 21 within ten (10) days of the Shareholder's receipt of such notice that the Shareholder objects to the Closing proposed adjustment, then the proposed adjustment shall take place and shall be final. If the Shareholder notifies Vision 21 within the above-described ten (10) day period that the Shareholder objects to the proposed adjustment, then Vision 21 and the dollar Shareholder shall in good faith negotiate an appropriate amount of such Optionholderthe adjustment, if any, which should be made. During all time periods following Vision 21's Optionholder Payment Amount notice that it intends to adjust the Purchase Price until the adjustment is finalized, Vision 21 shall provide to Shareholder and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable his accountants full access to review the all relevant books, records and work papers (subject to utilized in preparing the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final proposed Purchase Price (the "Preliminary Closing Statement")adjustment. The Preliminary Closing Statement shall adjustment may be prepared settled in accordance with cash or Vision 21 Common Stock at the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of SellerShareholder's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Selleroption.

Purchase Price Adjustments. (a) By not later than the end of the fourth business day prior to Post-Closing Estimates. Within one hundred and twenty (120) days following the Closing DateDate (the “Preparation Period”), Seller shall prepare and deliver to Purchasers Purchaser a statement (the "Pre-“Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for Seller’s calculation of (i) the Closing Cash, (ii) the Closing Indebtedness and (iii) the Closing Working Capital, in each Optionholder case along with reasonable supporting detail to evidence the number calculation of shares of common stock of such amount. During the Preparation Period, Purchaser shall, and shall cause the Company subject and Company Subsidiary to, provide Seller and its representatives with reasonable access to vested Options held by such Optionholder immediately prior its officers, employees, agents and other personnel to the extent reasonably necessary to enable the Seller to prepare, deliver and verify the Closing Statement and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Considerationinformation contained therein. The Pre-Closing Statement shall be prepared in accordance on a basis consistent with the definitions set forth in this Agreementaccounting methodologies, including the definition of Net Working Capitalpractices, andestimation techniques, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers assumptions and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities principles used in the preparation of the Pre-Financial Statements and, in the case of the Closing StatementWorking Capital, such accounting methodologies, practices, estimation techniques, assumptions and principles used in establishing the Target Working Capital. Purchasers Purchaser and their accountants may make inquiries its representatives shall have ninety (90) days following its receipt of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and the supporting detail (the “Review Period”) to review the same. During the Review Period, Seller shall provide Purchaser and its representatives with reasonable access, during normal business hours and in a non-disruptive manner, to its and the Company shallSeller’s officers, employees, agents and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments personnel to the Pre-extent reasonably necessary to enable the Purchaser to review and verify the Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end information contained therein. On or before the expiration of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000Review Period, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration Purchaser shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 will deliver to Seller a written statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and accepting or objecting to the resulting Final Purchase Price Closing Statement (the "Preliminary “Closing Statement"Statement Response Notice”). The Preliminary If Purchaser does not deliver a Closing Statement Response Notice to Purchaser within the Review Period, Purchaser shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellerentirety.

Purchase Price Adjustments. (a) By not later Not more than the end of the fourth business day seven (7) Business Days nor less than two (2) Business Days prior to the Closing Date, Seller the Sellers shall deliver to Purchasers Buyer a statement (the "Pre-“Estimated Closing Statement"”) setting forth showing the Fully Diluted Shares, the IP Purchase Price and Seller's Sellers’ good faith estimates estimate of Net Working Capital ("the Estimated Net Working Capital"), Cash on Hand ("including the calculation thereof in reasonable detail calculated in accordance with the terms of this Agreement and reasonable back-up documentation regarding the calculation of Estimated Cash on Hand")Working Capital. Buyer and its Representatives will be entitled to reasonable access during normal business hours to the relevant records, Indebtedness ("personnel and working papers of the Companies and Sellers to aid in its review of the Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") Closing Statement and the resulting calculation of the Estimated Purchase Price, Closing Working Capital. Sellers and a schedule (Buyers shall work together in good faith to agree on the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately Estimated Closing Working Capital prior to the Closing; provided, however, that the failure to agree on such amounts shall not delay or otherwise prevent the Closing and and, to the dollar amount extent of such Optionholder's Optionholder Payment Amount and any remaining dispute, Sellers’ calculation of the Option ConsiderationEstimated Closing Working Capital shall prevail. The Pre-Closing Statement shall be prepared in accordance with If (A) the definitions set forth in this Agreement, including Estimated Working Capital exceeds the definition of Net Target Working Capital, and, where applicable, then the Applicable Accounting Principles. Seller Purchase Price payable at Closing shall give Purchasers and their accountants’ reasonable access be increased by an amount equal to review such difference or (B) the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later Estimated Working Capital is less than the end of the second business day prior to the Closing Date. If Estimated Net Target Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000Capital, then the Estimated Purchase PricePrice payable at Closing shall be decreased by an amount equal to such difference (such excess or deficiency, as the case may be, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if “Estimated Net Working Capital was equal to $13,000,000Adjustment”). (b) Within 90 No more than sixty (60) days after the Closing Date, Purchaser1 Buyer will prepare (or cause to be prepared) and deliver to Seller the Sellers a statement setting forth Purchasers' good faith (the “Post-Closing Statement”) showing Buyer’s calculation of Net Closing Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and including the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared calculation thereof in reasonable detail calculated in accordance with the definitions set forth in terms of this Agreement, including . Buyer shall promptly provide to the definition of Net Working Capital, and, where applicable, Sellers such backup or supporting data relating to the Applicable Accounting Principles. After delivery preparation of the Preliminary Post-Closing Statement, Purchasers Statement and the calculation of Closing Working Capital reflected thereon as the Sellers may reasonably request. Buyer shall give Seller also provide the Sellers and its accountants their respective Representatives with such reasonable access to review the books, records and work papers personnel of the Purchased Companies, at reasonable times and upon reasonable notice, as the Sellers may request for the purposes of evaluating the Post-Closing Statement and Buyer’s calculation of Closing Working Capital. (subject to c) The Sellers shall, within the execution thirty (30) day period (the “Acceptance Period”) following receipt of customary work paper access letters if requestedsuch Post-Closing Statement, notify Buyer of its acceptance or non-acceptance (as the case may be) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Post-Closing Statement and Purchasers the calculation of Closing Working Capital reflected thereon. If no such notice is delivered to Buyer by the Sellers within the Acceptance Period, the Post-Closing Statement and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will Working Capital reflected thereon shall be deemed to have been accepted by Sellerthe Sellers and shall be binding thereon for all purposes of this Agreement. If an Objections the Post-Closing Statement is and the calculation of Closing Working Capital reflected thereon are accepted or deemed to have been accepted by the Sellers, then payment of any related amounts, as contemplated by this Section 1.7(c), shall be made pursuant to Section 1.7(e). If the Sellers give notice (a “Dispute Notice”) to Buyer within the Acceptance Period that the Sellers do not delivered to Purchaser1 within 45 days after Seller's receipt agree with or otherwise do not accept the calculation of Closing Working Capital reflected on the Preliminary Post-Closing Statement, the Preliminary Closing Statement Sellers shall be final, binding describe in such Dispute Notice the nature of any disagreement so asserted. Buyer and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 Sellers shall negotiate endeavor in good faith to resolve all such disagreements within the objections set forth in thirty (30) day period (the Objections “Negotiating Period”) following the delivery by the Sellers of such Dispute Notice. (d) If Buyer and the Sellers are unable to resolve any disagreements regarding the Post-Closing Statement and if they do not reach a final resolution of the calculations reflected thereon within the Negotiating Period, then all such objections within 30 days after Seller's delivery of the Objections Statement disputes shall be promptly referred to Purchaser1PricewaterhouseCoopers LLP or, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") if such firm declines to Xxxxx Xxxxxxxx or serve, then such other dispute resolution nationally recognized independent accounting firm as is mutually acceptable to Seller Buyer and Purchaser1 the Sellers (the "Dispute Resolution “Neutral Accounting Firm"”). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Neutral Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed only to render its determination with respect resolve all outstanding disagreements relating to the Disputed Items as soon as reasonably possible (which Post-Closing Statement and the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm)calculation of Closing Working Capital reflected thereon, and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engageinstructed not to otherwise investigate such matters independently or introduce different judgments, directly accounting methods, policies, principles, practices, procedures, classifications or indirectly, estimation methodologies in ex parte communications with the Dispute Resolution Firmconnection therewith. The Dispute Resolution Neutral Accounting Firm shall investigate only those items that are in dispute and shall not assign a value to any Disputed Item item that is (A) greater than the greatest value for such item submitted claimed by either party to of Buyer or the Dispute Resolution Firm Sellers or less (B) lower than the smallest lowest value for such item submitted claimed by either party to of Buyer or the Dispute Resolution Sellers. The Neutral Accounting Firm’s determination shall be based only upon written submissions by Buyer and the Sellers, and not upon an independent review by the Neutral Accounting Firm. The Dispute Resolution parties shall instruct the Neutral Accounting Firm, acting as experts and not as arbitrators, to render its determination within thirty (30) Business Days of the referral of such matter thereto, and the determination of the Neutral Accounting Firm shall be final and binding upon Buyer and the Sellers for all purposes of this Agreement. Judgment may not award be entered upon the parties determination of the Neutral Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. Neither Buyer nor the Sellers shall have any ex parte communications or meetings with the Neutral Accounting Firm without the prior consent of Buyer (in the aggregate more than case of the amount Sellers) or the Sellers (in disputethe case of Buyer). The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs fees and expenses of the Dispute Resolution Neutral Accounting Firm shall be paid borne one-half by SellerBuyer, on the one hand, and Purchasersone-half by the Sellers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs The fees and expenses of the Sellers and their respective Representatives incurred in connection with the Post-Closing Statement and any Dispute Resolution Firm will Notice shall be borne by each of the Sellers, and the fees and expenses of Buyer and its Representatives in connection with the Post-Closing Statement and any Dispute Notice shall be borne by Buyer. (e) Promptly following the final resolution of all disputes, if any, relating to the Post-Closing Statement calculations and amounts reflected thereon in accordance with this Section 1.7, but in no event more than five (5) Business Days thereafter, (A) if the finally determined Closing Working Capital exceeds the Estimated Working Capital (such amount, the “Actual Surplus”), then Buyer shall pay to the Sellers, by wire transfer of immediately available funds to such account or accounts as may be designated by the Sellers to Buyer in writing, an amount equal to such Actual Surplus in accordance with Section 1.7(f), or (B) if the finally determined Closing Working Capital is less than the Estimated Working Capital (such amount, the “Actual Deficiency”), then Buyer and the Sellers shall deliver a written instruction to the Escrow Agent to pay to Buyer from the Working Capital Escrow Fund an amount equal to such Actual Deficiency in accordance with Section 1.7(f) by wire transfer of immediately available funds to such account or accounts as may be designated by Buyer to the Sellers in writing. (f) In the event that the adjustments contemplated by Section 1.7(e) result in amounts owed by the Sellers to Buyer, then, in such event, such payments shall be satisfied solely by release to Buyer of such amounts from the Working Capital Escrow Fund in accordance with the Closing Escrow Agreement. In the event that the amounts owed by the Sellers pursuant to Section 1.7(e) exceed the amount of the Working Capital Escrow Fund, no further payment shall be owed by the Sellers. In the event that the adjustments contemplated by Section 1.7(d) result in amounts owed by Buyer to the Sellers, such amount shall be paid 60% (i.e. 300/500) by Purchasers Buyer to the Sellers. Promptly following the final determination of the Closing Working Capital, and 40% (i.e.any payments made pursuant to Section 1.7(e), 200/500) if there are any amounts remaining in the Working Capital Escrow Fund, then Buyer and the Sellers shall deliver a written instruction to the Escrow Agent to pay to the Sellers such remaining amounts by Sellerwire transfer of immediately available funds to such account or accounts as may be designated by the Sellers in writing.

Purchase Price Adjustments. (a) By not No later than the end of the fourth business day three (3) days prior to the Closing DateClosing, Seller shall prepare and deliver to Purchasers Buyer a preliminary settlement statement prepared by Seller in accordance with this Agreement and Generally Accepted Accounting Principles (GAAP) (the "Pre-Closing “Preliminary Settlement Statement") setting ”), which sets forth Seller’s good faith estimate of the Fully Diluted Shares, the IP Purchase Price Operating Balance and Seller's ’s good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000Payment. (b) Within As soon as practicable but no later than the date that is the later of (i) 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation or (ii) two business days after the final resolution of Net Working Capital, Cash on Hand, Indebtedness all disputed Defects and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared Title Benefits in accordance with Section 5.2, Seller shall prepare and deliver to Buyer a statement in the definitions same form of and on the same basis as the Preliminary Settlement Statement (the “Proposed Final Settlement Statement”), which sets forth Seller’s calculation of the final Purchase Price and each adjustment or payment that was not finally determined on the Preliminary Settlement Statement. Each Party shall, during normal business hours, grant and provide the other Party access to the Purchased Records in the possession or control of such Party for the purposes of conducting an audit of the information set forth in the Proposed Final Settlement Statement. (c) Within 30 days following receipt by Buyer of the Proposed Final Settlement Statement, Buyer shall, if applicable, provide Seller with a written objection (a “Notice of Disagreement”) detailing Buyer’s objections, if any, to Seller’s calculation of the final Purchase Price. To the extent such written notice is not delivered by Buyer within such time period, Seller’s calculation of the final Purchase Price, and each component thereof, shall become final and binding upon the Parties. (d) Any disagreement between Buyer and Seller regarding Seller’s calculation of the final Purchase Price that cannot be resolved within 30 days after the date of the Notice of Disagreement shall be resolved by the Audit Firm, who shall calculate the final Purchase Price in a manner consistent with the Preliminary Settlement Statement and this Agreement in all respects. Seller and Buyer shall each have an opportunity to present its position to the Audit Firm and shall cooperate with the Audit Firm in making available to it any records or work papers requested by the Audit Firm. The determination of the Audit Firm shall be expressly limited to the determination of the final Purchase Price, and the Audit Firm will not render any decision or have any authority to render a decision with respect to any other matter relating to this Agreement, including with respect to any alleged breach of a representation, warranty or covenant by any Party. In making such determination, the Audit Firm shall consider only those items and amounts in the Proposed Final Settlement Statement with which Buyer has disagreed and which are set forth in the Notice of Disagreement. In no event shall the final Purchase Price as determined by the Audit Firm be more favorable to Seller than reflected on the Proposed Final Settlement Statement by Seller nor more favorable to Buyer than shown in the proposed changes set forth in the Notice of Disagreement. Subject to the provisions set forth in this Agreement, including the definition of Net Working Capital, and, where applicableSection 3.4(d), the Applicable Accounting Principles. After delivery decision of the Preliminary Closing Statement, Purchasers Audit Firm shall give Seller be set forth in writing and its accountants reasonable access to review shall be conclusive and binding on the books, records Parties and work papers (subject to judicial enforcement. The fees charged by the execution Audit Firm shall be borne 50% by Buyer and 50% by Seller, and each Party shall bear all of customary work paper access letters if requested) its own costs and expenses associated with the submission of the Company Entities, Purchasers (solely any disputed matters to the extent used in Audit Firm. (e) If the preparation final Purchase Price, as determined pursuant to this Section 3.4, exceeds the sum of (i) the Preliminary Closing StatementPayment plus (ii) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company EntitiesDeposit, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and then Buyer shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available pay to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Sellerexcess. If an Objections Statement the final Purchase Price, as determined pursuant to this Section 3.4, is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for sum of (A) the Closing Payment plus (B) the Deposit, then Seller shall pay to Buyer the amount of such item submitted by either party deficiency. Any payment shall be made within three days after the date the final Purchase Price is deemed to be finally determined pursuant to this Section 3.4 via wire transfer of immediately available funds to the Dispute Resolution Firm. The Dispute Resolution Firm may not award account(s) designated in writing by the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect Party entitled to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellersuch payment.

Purchase Price Adjustments. 2.3.1 No later than three (3) Business Days prior to the Closing, Representative shall prepare and deliver, or cause the Company to prepare and deliver, to Buyer an officer’s certificate of the Company that contains a good faith and reasonable best estimate of (a) By not later than the end of the fourth business day prior to the Closing Date, Seller shall deliver to Purchasers a statement (the "Pre-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital as of the close of business of the day immediately preceding the Closing Date ("the “Estimated Net Working Capital"”), (b) the amount of Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule Company as of the close of business of the day immediately preceding the Closing Date (the “Option Consideration ScheduleEstimated Cash”), (c) setting forth for each Optionholder the number amount of shares of common stock Indebtedness of the Company subject to vested Options held by such Optionholder calculated through and including the Closing that will be unpaid immediately prior to the Closing (including final bills and wire transfer instructions as applicable) (the dollar “Estimated Indebtedness”), and (d) the Transaction Expenses calculated through and including the Closing that will be unpaid immediately prior to the Closing, plus the aggregate amount of such Optionholder's Optionholder Payment Amount the Transaction Expenses that will become payable after the Closing, to the extent calculable (the “Estimated Transaction Expenses”), which Estimated Net Working Capital, Estimated Cash, Estimated Indebtedness, and the Option Consideration. The Pre-Closing Statement Estimated Transaction Expenses shall be prepared in accordance with the definitions methodology, clarifications, and exceptions set forth in this Agreement, including the definition of Net Working Capital, on Exhibit 2.3.1 and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of extent not set forth thereon, in accordance with the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shallsame accounting methods, standards, policies, practices, classifications, estimation methodologies, assumptions, procedures, and shall cause level of prudence as were used to prepare the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to Financial Statements (the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000“Accounting Methodology”). 2.3.2 Within sixty (b60) Within 90 calendar days after the Closing Date, Purchaser1 will Buyer shall prepare and deliver to Seller Representative a statement (the “Closing Statement”) setting forth Purchasers' good faith Buyer’s calculation of (a) the Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and Capital of the resulting Final Purchase Price Business as of the close of business of the day immediately preceding the Closing Date (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of “Net Working CapitalCapital Calculation”), and, where applicable, (b) the Applicable Accounting Principles. After delivery amount of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) Cash of the Company Entitiesas of the close of business of the day immediately preceding the Closing Date (the “Closing Cash”), Purchasers (solely c) the amount of Indebtedness of the Company calculated through and including the Closing unpaid immediately prior to the Closing (the “Closing Indebtedness”), (d) the Transaction Expenses calculated through and including the Closing unpaid immediately prior to the Closing, plus the aggregate amount of the Transaction Expenses paid or payable after the Closing, to the extent used in calculable (the preparation “Closing Transaction Expenses”), and (e) Xxxxx’s proposed calculation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing StatementAdjustment Calculation. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary The Closing Statement, the Preliminary Net Working Capital Calculation, the Closing Cash, the Closing Indebtedness, the Closing Transaction Expenses, and the Adjustment Calculation as determined by Buyer shall be prepared using the Accounting Methodology. 2.3.3 On or prior to the thirtieth (30th) calendar day following Xxxxx’s delivery of the Closing Statement, the Representative shall have the right to give Buyer a written notice stating in reasonable detail any and all of the Securityholders’ non-duplicative objections (an “Objection Notice”) to the Closing Statement or the Buyer’s determination of the Net Working Capital Calculation, the Closing Cash, the Closing Indebtedness, the Closing Transaction Expenses, or the Adjustment Calculation. During such thirty (30) calendar day period, Buyer shall provide the Representative, its accountants and representatives acting for the Representative with access, at reasonable times and upon reasonable prior notice, to the Company’s Books and Records and the Company’s accountants. Any Objection Notice shall specify in reasonable detail (if available to Representative) the dollar amount of any objection and the reasonable basis or bases therefor (and shall include necessary supporting documentation available to Representative). The failure by the Representative to deliver an Objection Notice within such thirty (30) day period shall constitute the Securityholders’ acceptance of all of the items set forth in the Closing Statement, which shall be final and binding on all Securityholders for all purposes of this Agreement, in which case the amounts set forth in the Closing Statement shall be final, binding and non-appealable by constitute the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's “Final Adjustment Calculation” for purposes of Section 2.3.5. 2.3.4 Following Xxxxx’s receipt of any Objection Notice, the Preliminary Closing Statement, Seller Representative and Purchaser1 Xxxxx shall attempt to negotiate in good faith to resolve such dispute. In the objections event that the Representative and Xxxxx fail to agree on any proposed adjustments set forth in the Objections Statement and if they do not reach a final resolution of all such objections Objection Notice, within 30 fifteen (15) days after Seller's delivery Buyer receives the Objection Notice, the parties may elect by mutual agreement to extend the period of negotiation and may elect by mutual agreement to engage a mediator to assist in such negotiation. To the Objections Statement to Purchaser1extent that any matter remains unresolved following negotiations, Seller the Representative and Purchaser1 Buyer agree that an Accounting Arbitrator shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx make the final, binding determination, absent fraud or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (manifest error, regarding the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses proposed adjustments set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, Objection Notice that are not resolved by the Representative and Buyer (the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation“Adjustment Calculation Disputed Items”). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by SellerBuyer, on the one hand, and Purchasersthe Representative, on the other hand, based upon each shall provide the percentage which the portion Accounting Arbitrator with their respective determinations of the Disputed Items not awarded to each party bears to the aggregate amount of Adjustment Calculation Disputed Items. For exampleThe Accounting Arbitrator shall make its determination of the Adjustment Calculation Disputed Items and the resultant Final Net Working Capital Calculation, if Seller submits an Objections Statement for $1,000Final Cash, Final Indebtedness, Final Transaction Expenses, and if Purchaser1 disputes only $500 Final Adjustment Calculation which determination shall be final and binding on Securityholders and Buyer. The determination of any of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Adjustment Calculation Disputed Items by awarding Seller $300 the Accounting Arbitrator shall be within, and limited by, the range comprised of the $500 respective determination of each of the Parties’ calculation with respect to such Adjustment Calculation Disputed Items. The Accounting Arbitrator shall make its determination, then in writing, and as soon as practicable, but no later than thirty (30) calendar days after all hearings related thereto, based solely on presentations and supporting material provided by the costs Parties and not pursuant to any independent review. The fees, costs, and expenses of the Dispute Resolution Firm will Accounting Arbitrator shall be paid 60% (i.e. 300/500) pro rata by Purchasers Xxxxx, on the one hand, and 40% (i.e.the Securityholders, 200/500) by Selleron the other hand, in relation to the proportional difference between the Accounting Arbitrator’s determination of the Final Adjustment Calculation and Xxxxx’s and Representative’s respective determinations of the Adjustment Calculation. As used herein, “Final Net Working Capital Calculation” means the Net Working Capital Calculation as ultimately determined in accordance with this Section 2.3, “Final Cash” means the amount of Cash as ultimately determined in accordance with this Section 2.3, “Final Indebtedness” means the amount of Indebtedness as ultimately determined in accordance with this Section 2.3, and “Final Transaction Expenses” means the amount of Transaction Expenses as ultimately determined in accordance with this Section 2.3.

Purchase Price Adjustments. (a) By not later than the end of the fourth business day prior to As soon as reasonably practicable following the Closing Date, but in no event more than ninety (90) days after the Closing Date, Buyer shall cause to be prepared and delivered to Seller shall deliver to Purchasers a statement (the "Pre-“Closing Payment Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock in reasonable detail, as of the Company subject to vested Options held by such Optionholder immediately prior to Closing Date, its calculation of (i) the Closing Acquired Cash Adjustment, (ii) the Working Capital Adjustment, and (iii) the Purchase Price. The Acquired Cash Adjustment calculation shall incorporate the results of the Cash Count as provided in Section 2.4. The Acquired Cash Adjustment, the Working Capital Adjustment, and the dollar amount Purchase Price calculations shall be determined in accordance with the definitions and principles set forth in this Agreement and the other terms and conditions of this Agreement, and in accordance with GAAP applied on a basis consistent with the application of such Optionholder's Optionholder Payment Amount principles in the preparation of the Reference Balance Sheet and the Option ConsiderationPurchase Price. The Pre-Closing Payment Statement shall be prepared in accordance with, and in the format of, Exhibit A, and shall include calculation of (A) the Acquired Cash Adjustment, which shall be prepared in accordance with, and in the format of, Exhibit F, and (B) the Working Capital Adjustment, which shall be prepared in accordance with, and in the format of, Exhibit H. Subject to applicable Law, Seller will use commercially reasonable efforts to cooperate with Buyer in connection with the preparation of the Closing Payment Statement and will provide Buyer with reasonable access to any of Seller’s records not otherwise available to Buyer as a result of the transactions contemplated by this Agreement, to the extent necessary for the preparation of the Closing Payment Statement (excluding income Tax books or records and communications that are protected by the attorney-client privilege or the work-product privilege). 8 (b) If Seller shall have any disagreement with the Closing Payment Statement, it shall, on or prior to thirty (30) days after its receipt of the Closing Payment Statement, notify Buyer of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement. In connection therewith and subject to applicable Law, Buyer will make available to Seller all workpapers and other books and records utilized by Buyer in the preparation of the Closing Payment Statement and those Representatives of Seller involved in the preparation of the Closing Payment Statement, and will provide Seller reasonable access to such other Business records not otherwise available to Seller as a result of the transactions contemplated by this Agreement (excluding income Tax books or records and communications that are protected by the attorney-client privilege or the work-product privilege), to the extent Seller deems necessary for Seller’s review of the Closing Payment Statement. If Seller does not provide such notice of disagreement within such thirty (30) day period, Seller shall be deemed to have accepted the Closing Payment Statement delivered by Buyer and such determination shall be final, binding and conclusive for all purposes of this Agreement. Any purported failure by Seller to provide the aforementioned “reasonable detail” shall not be used as the basis for an assertion by Buyer that Seller’s notice of disagreement was not timely delivered. If any such notice of disagreement is timely provided, Buyer and Seller, in conjunction with their respective independent accounting firms, shall use commercially reasonable efforts for a period of thirty (30) days from the date of Seller’s notice of disagreement (or such longer period as they may mutually agree) to resolve any disagreements with respect to the Closing Payment Statement. If, at the end of such period, they are unable to resolve such disagreements, then Ernst & Young LLP or such other independent accounting firm as the parties may mutually agree upon (as determined, the “Auditor”) shall resolve any remaining disagreements. The Auditor shall determine as promptly as practicable (but in any event shall be instructed to deliver its determination within sixty (60) days after its engagement), only with respect to the disagreements submitted to the Auditor, whether the Closing Payment Statement was prepared in accordance with the standards set forth in this Agreement and, only with respect to the disagreements submitted to the Auditor, whether and to what extent (if any) the Closing Payment Statement requires adjustment, and shall be instructed not to otherwise investigate matters independently. The Auditor shall promptly deliver to Buyer and Seller its determination in writing, which determination shall be made subject to the definitions and principles set forth in this Agreement, including and shall be (i) consistent with either the definition position of Net Working Capital, and, where applicable, Seller or Buyer or (ii) between the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries positions of Seller and the Company Entities Buyer. The fees and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end expenses of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration Auditor shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness borne equally by Buyer and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement")Seller. The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery determination of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement Auditor shall be final, binding and non-appealable conclusive for purposes of this Agreement and not subject to any further recourse by Buyer or Seller under any provision hereof, including Article 10, and judgment may be entered thereon in a court of competent jurisdiction. (c) If the parties hereto. If an Objections Statement is delivered to Purchaser1 Purchase Price, as finally determined in accordance with Section 2.4(b), exceeds the Estimated Purchase Price, then Buyer shall, within 45 days after Seller's receipt seven (7) Business Days of the Preliminary Closing Statementdetermination date, pay to Seller and Purchaser1 shall negotiate in good faith such difference by wire transfer of immediately available funds to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, account or accounts designated by Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items"or in the absence of any such designation, by corporate check mailed to Seller). (d) to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (If the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working CapitalPurchase Price, Cash on Hand, Indebtedness and Transaction Expenses set forth as finally determined in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination accordance with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution FirmSection 2.4(b), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or is less than the smallest value for Estimated Purchase Price, then Seller or Parent shall, within seven (7) Business Days of the determination date, pay to Buyer such item submitted difference by either party wire transfer of immediately available funds to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties such account or accounts designated by Buyer in writing (or in the aggregate more than the amount in dispute. The decision absence of the Dispute Resolution Firm with respect any such designation, by corporate check mailed to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by SellerBuyer).

Purchase Price Adjustments. (a) By not later than the end of the fourth business day The Companies have, prior to the Closing Datedate hereof, Seller shall deliver prepared and delivered to Purchasers Purchaser a statement (as agreed to by Purchaser, the "Pre-“Companies Closing Statement"”) setting forth their good faith estimate of (i) the Fully Diluted SharesEstimated Base Purchase Price, calculated as follows: (A) the Base Purchase Price, minus (B) the Closing Indebtedness (the “Estimated Closing Indebtedness”), minus (C) the Companies Transaction Expenses (the “Estimated Companies Transaction Expenses”), plus (D) the Closing Cash (the “Estimated Closing Cash”), plus (E) the Equipment Amount (the “Estimated Equipment Amount”), plus (F) the amount, if any, by which the Companies’ Net Working Capital as of Closing (the “Estimated Net Working Capital”) exceeds the Net Working Capital Target, or minus (G) the amount, if any, by which the Estimated Net Working Capital Amount is less than the Net Working Capital Target, and (ii) the Gross-Up Payment. The Estimated Net Working Capital shall be prepared on a combined basis, consistent with the Accounting Practices and adjusted for the adjustments set forth on Schedule 2.4 and the Gross-Up Payment shall be prepared consistent with the Gross-Up Methodology. In the event of a conflict between GAAP and the Accounting Practices, the IP Purchase Price and Seller's good faith estimates Accounting Practices shall control with respect to the calculation of Estimated Net Working Capital ("Estimated Net Working Capital"provided that the adjustments set forth on Schedule 2.4 shall apply in any case). The Companies shall, Cash on Hand ("Estimated Cash on Hand")upon reasonable request, Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and provide Purchaser with access to such information used by the resulting Companies in its calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth such amounts as is reasonably necessary for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access Purchaser to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Companies Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 As promptly as practicable, but in no event later than ninety (90) days after the Closing Date, Purchaser1 will Purchaser shall cause the Companies to prepare and deliver to the Seller Representative a statement (the “Purchaser Closing Statement”) setting forth Purchasers' good faith the Companies’ calculation of (i) the Final Base Purchase Price, calculated as follows: (A) the Base Purchase Price, minus (B) the Closing Indebtedness (the “Final Closing Indebtedness”), minus (C) the Companies Transaction Expenses (“Final Companies Transaction Expenses”), plus (D) the Closing Cash (the “Final Closing Cash”), plus (E) the Equipment Amount (the “Final Equipment Amount”), plus (F) the amount, if any, by which the Companies’ Net Working Capital as of Closing (the “Final Net Working Capital”) exceeds the Net Working Capital Target, or minus (G) the amount, if any, by which the Final Net Working Capital Amount is less than the Net Working Capital Target, which statement shall contain an estimated combined balance sheet of the Companies as of the Closing Date (without giving effect to the transactions contemplated herein), and (ii) the Gross-Up Amount (the “Final Gross-Up Amount”). The Final Net Working Capital shall be prepared on a combined basis, consistent with the Accounting Practices and adjusted for the adjustments set forth on Schedule 2.4. For the avoidance of doubt, in the event of a conflict between GAAP and the Accounting Practices, the Accounting Practices shall control with respect to the calculation of Final Net Working Capital (provided that the adjustments set forth on Schedule 2.4 shall apply in any case). The Seller Representative and his representatives and advisors shall have reasonable access during normal business hours upon prior written notice to (A) the books and records of the Companies, (B) the officers, employees, accountants, agents and representatives of the Companies and Purchaser, and the work papers prepared by or on behalf of any of the foregoing Persons, and (C) to such historical financial information, in each case, as may be reasonably requested in connection with reviewing the Purchaser Closing Statement and preparing any Objection Notice; provided, however, that such access shall done in a reasonable manner to avoid disruption of the normal business operations of the Companies and Purchaser. (c) If the Seller Representative disagrees with any part of the Final Closing Indebtedness, Final Companies Transaction Expenses, Final Closing Cash, the Final Equipment Amount, the Final Gross-Up Amount or Final Net Working Capital, Cash each as set forth on Handthe Purchaser Closing Statement, Indebtedness and Transaction Expenses and the resulting Final Purchase Price Seller Representative may, within forty-five (45) days after the Seller Representative’s receipt of the Purchaser Closing Statement (the "Preliminary Closing Statement"“Notification Period”), notify Purchaser in writing of such disagreement by setting forth the Seller Representative’s calculation of the applicable amounts in dispute and describing in reasonable detail the basis for such disagreement (an “Objection Notice”). The Preliminary If an Objection Notice is not delivered to Purchaser prior to the expiration of the Notification Period, then the Purchaser Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller deemed final and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based binding on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties Parties hereto. If an Objections Statement Objection Notice is delivered to Purchaser1 within 45 days after Seller's receipt Purchaser prior to the expiration of the Preliminary Closing StatementNotification Period, then the Seller Representative and Purchaser1 Purchaser shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination disagreements with respect to the Disputed Items items set forth in such Objection Notice. If the Seller Representative and Purchaser are unable to resolve all such disagreements within thirty (30) days after Purchaser’s receipt of the Objection Notice, the Seller Representative and Purchaser shall submit such remaining disagreements to Xxxxx LLP (the “Accountant”). Purchaser and the Seller Representative shall use commercially reasonable efforts to cause the Accountant to resolve all remaining disagreements as soon as reasonably possible practicable, but in any event shall direct the Accountant to render a determination within thirty (30) days after its retention. The Accountant shall consider only those items and amounts described in the Objection Notice to which Purchaser and the parties Seller Representative were unable to agree should not be later than 45 days following the date on which the disagreement is referred upon prior to the Dispute Resolution Firm)retention of the Accountant. In resolving any disputed item, (i) the Accountant will act as an expert and not as an arbitrator, and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with (ii) the Dispute Resolution Firm. The Dispute Resolution Firm shall Accountant may not assign a value to any Disputed Item item greater than the greatest value for such item submitted claimed by either party to Purchaser or the Dispute Resolution Firm Seller Representative or less than the smallest value for such item claimed by either Purchaser or the Seller Representative. The Accountant’s determination of the disputed items shall be based solely on the Purchaser Closing Statement submitted by either party Purchaser and the Objection Notice submitted by the Seller Representative (i.e., not on an independent review) and on the applicable definitions and Sections in this Agreement related to the Dispute Resolution FirmPurchaser Closing Statement and the Objection Notice. The Dispute Resolution Firm may not award determination of the parties in Accountant shall be conclusive and binding upon the aggregate more than the amount in disputeParties. The decision of Sellers shall pay (in accordance with their respective Pro-Rata Shares) the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs fees and expenses of the Dispute Resolution Firm shall be paid by Seller, on Accountant if the one hand, and Purchasers, on aggregate dollar amount of disputed items submitted to the other hand, based upon Accountant that are resolved in favor or Purchaser is greater than the percentage which aggregate dollar amount of disputed items submitted to the portion Accountant that are resolved in favor of the Disputed Items not awarded to each party bears to Seller Representative. The Purchaser shall pay the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs fees and expenses of the Dispute Resolution Firm will Accountant if the aggregate dollar amount of disputed items submitted to the Accountant that are resolved in favor of the Seller Representative is greater than the aggregate dollar amount of disputed items submitted to the Accountant that are resolved in favor of the Purchaser. (d) Within five (5) Business Days after the earlier of (x) the expiration of the Notification Period in the event no Objection Notice is delivered to Purchaser prior thereto, (y) the final resolution by Xxxxxxxxx and the Seller Representative of all disputed items set forth in an Objection Notice, or (z) the final determination by the Accountant of any disputed items set forth in an Objection Notice pursuant to Section 2.5(c), the Final Base Purchase Price, as set forth in the Purchase Closing Statement, mutually agreed to by the Parties or determined by the Accountant shall become final and the following applicable payments shall be paid 60% made by wire transfer of immediately available funds: (i.e. 300/500i) if the Final Base Purchase Price is greater than the Estimated Base Purchase Price, then Purchaser shall pay the amount equal to such difference into an account designated in writing by Purchasers and 40% the Seller Representative for the benefit of the Sellers (i.e.in accordance with their respective Pro-Rata Shares), 200/500as the designees of Sellers; or (ii) if the Final Base Purchase Price is less than the Estimated Base Purchase Price, then Purchaser shall, at is election, recover an amount equal to such difference by Sellersetting off such amount against any Earn-Out Payment owed to such Seller Party and/or any amount owed to such Seller Party pursuant to Section 2.7.

Purchase Price Adjustments. (a) By not As soon as practicable, but no later than the end of the fourth business day prior to the Closing Date, Seller shall deliver to Purchasers a statement ninety (the "Pre-Closing Statement"90) setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 Purchasers will prepare and deliver to Seller the Representative a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary “Closing Statement"”). The Preliminary Closing Statement shall be , prepared in accordance with the definitions Accounting Principles, setting forth, in reasonable detail, Purchasers’ calculation of the Closing Purchase Price, including the Net Working Capital and the Actual Cash Amount. (b) The Representative and its representatives will be entitled to review the Closing Statement, together with any financial books and records of Purchasers with respect to the Business and related to the calculations set forth in this Agreementthe Closing Statement to be provided upon the Representative’s reasonable request; provided, that (i) such review must be conducted at reasonable times during normal business hours and in a manner so as not to unreasonably interfere with the normal business operations of Purchasers, (ii) the Representative will treat all such information as confidential and hereby waives any right to use such information for any purpose other than in connection with the determination of the final Closing Purchase Price, and (iii) the costs and expense of such review, including the definition fees of Net Working Capitalany third-party advisors, andwill be borne by the Representative. During a period of thirty (30) days after the date Purchasers delivers the Closing Statement to the Representative (the “Objection Period”), where applicable, if the Applicable Accounting Principles. After delivery of Representative disagrees with the Preliminary Closing Statement, then the Representative will give written notice (an “Objection Notice”) to Purchasers shall give Seller and its accountants within such thirty (30)-day period specifying in reasonable access to review detail the books, records and work papers (subject to the execution of customary work paper access letters if requested) Representative’s disagreement with Purchaser’s determination of the Company Entities, Purchasers (solely to the extent used Closing Purchase Price as set forth in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to SellerRepresentative’s request the particulars of each objection (including for each component calculation of the calculations objected to, Net Working Capital and the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing StatementActual Cash Amount. Any Objection Notice must specify those items contained in or amounts as to which the Preliminary Closing Statement not objected to in Representative disagrees, and the Objections Statement Representative will be deemed to have been accepted by Selleragreed with all other items and amounts contained in the Closing Statement. If the Representative does not deliver an Objections Statement is not delivered Objection Notice within the Objection Period, then the Representative will be deemed to Purchaser1 within 45 days after Seller's receipt have agreed with the determination of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections Purchase Price as set forth in the Objections Statement Closing Statement. (c) If an Objection Notice is duly delivered in accordance with Section 2.4(b), Purchasers and if they do not reach a final resolution of all such objections within 30 the Representative will, during the thirty (30) days after Seller's following delivery of the Objections Statement Objection Notice, use commercially reasonable efforts to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely reach agreement on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses disputed items or amounts set forth in the Objection Notice (the “Disputed Purchase Price Components”) in order to determine the Closing Purchase Price, which amount must be within the range of the amount thereof shown in the Closing Statement and the amount thereof shown in the Objection Notice. If, during such thirty (30)-day period, Purchasers and the Representative are unable to reach agreement on the Disputed Purchase Price Components, they will promptly thereafter cause the Independent Accounting Firm, acting reasonably and in good faith, to review this AgreementAgreement and the Disputed Purchase Price Components for the purpose of calculating the Closing Purchase Price. The Independent Accounting Firm will determine procedures for the resolution of the dispute, including, where applicablesubject to the terms hereof. In making its calculation of the Closing Purchase Price, the definition Independent Accounting Firm may consider only the Disputed Purchase Price Components. The Independent Accounting Firm’s determination of Applicable Accounting Principles, any Disputed Purchase Price Components and its calculation of the Closing Purchase Price must be within the range of the amount thereof shown in the Closing Statement and the written submissions of Seller and Purchaser1 (i.e., not on amount thereof shown in the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each otherObjection Notice. The Dispute Resolution Independent Accounting Firm shall be instructed will deliver to render Purchasers and the Representative, as promptly as practicable, but in any event within forty-five (45) days after its appointment, a report setting forth, in reasonable detail, its determination with respect to of the Disputed Items as soon as reasonably possible (which Closing Purchase Price. Such report will be final and binding upon the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly Parties absent fraud or indirectly, in ex parte communications with the Dispute Resolution Firmmanifest error. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision cost of the Dispute Resolution Firm with respect to all Disputed Items shall Independent Accounting Firm’s review and report will be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid borne by SellerPurchasers, on the one hand, and Purchasersthe Representative, on the other hand, based upon in the percentage which same proportion that the portion dollar amount of the Disputed Items Purchase Price Components that are not awarded to each party resolved in favor of Purchasers, on the one hand, and the Representative, on the other hand, bears to the aggregate total dollar amount of the Disputed ItemsPurchase Price Components resolved by the Independent Accounting Firm. For exampleEach Party will bear all of its other expenses incurred in connection with matters contemplated by this Section 2.4. (d) Within five (5) Business Days after the end of the Objection Period, if Seller submits the Representative has not delivered an Objections Statement for $1,000Objection Notice during the Objection Period, and if Purchaser1 disputes only $500 or within five (5) Business Days of the resolution of all disputes pursuant to Section 2.4(c), the Parties will make the following payments: (i) If the Closing Purchase Price as finally determined under this Section 2.4 is greater than the Estimated Closing Purchase Price, Purchasers will pay to RGA the amount claimed by Seller which the parties cannot mutually resolveClosing Purchase Price as finally determined under this Section 2.4 exceeds the Estimated Closing Purchase Price by wire transfer of immediately available funds to a bank account or accounts designated in writing by the Representative at least one (1) Business Days prior to such payment date. (ii) If the Closing Purchase Price as finally determined under this Section 2.4 is less than the Estimated Closing Purchase Price, and if Purchasers will recover such shortfall by recovery pursuant to the Dispute Resolution Firm ultimately resolves Set-Off. (iii) For the Disputed Items by awarding Seller $300 avoidance of doubt, in no event will any additional non-cash consideration be payable as a result of any adjustment to the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by SellerEstimated Closing Purchase Price as finally determined pursuant to this Section 2.4(d).

Purchase Price Adjustments. (a) By not later than the end of the fourth business day prior to the Closing Date, Seller shall deliver to Purchasers a statement (the "PrePost-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates Adjustment of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 Purchaser and its auditors will conduct a review (the "Closing Review") of the Book Value of Assets as of the close of business on the day before the Closing Date and will prepare and deliver to Seller a statement setting forth Purchasers' good faith calculation computation of Net Working Capital, Cash the Book Value of Assets as of the close of business on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price day before the Closing Date (the "Preliminary Closing StatementDraft Computation"). The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall Purchaser and its auditors will give Seller and its accountants reasonable access auditors an opportunity to review observe the books, Closing Review and will make available to such Persons all records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in preparing the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiriesDraft Computation. If Seller has any objections to disagrees with the Preliminary Closing Statementcomputation of the Book Value of Assets reflected on the Draft Computation, Seller shall may, within thirty (30) days after receipt of the Draft Computation, deliver a notice (an "Objection Notice") to Purchaser1 a statement Purchaser setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component the amount of the Book Value of Assets as of the close of business on the day before the Closing Date. The Purchaser and reasons for Seller will use reasonable efforts to resolve any disagreements as to the difference) computation of the Book Value of Assets, but if they do not obtain a final resolution within 30 days after Purchaser has received the Objection Notice, Purchaser and Seller will jointly retain an independent accounting firm of recognized national or regional standing (an the "Objections StatementFirm") within 45 days after Seller's receipt to resolve any remaining disagreements. If Purchaser and Seller are unable to agree on the choice of the Preliminary Closing Statement. Any items contained in Firm, the Preliminary Closing Statement not objected to in the Objections Statement Firm will be deemed to have been accepted a "big-six" accounting firm selected by lot (after excluding one firm designated by the Purchaser and one firm designated by Seller). If an Objections Statement is not delivered Purchaser and Seller will direct the Firm to Purchaser1 render a determination within 45 15 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding its retention and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing StatementPurchaser, Seller and Purchaser1 shall negotiate their respective agents will cooperate with the Firm during its engagement. The Firm will consider only those items and amounts in good faith to resolve the objections Draft Computation set forth in the Objections Statement Objection Notice which the Purchaser and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement Seller are unable to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm")resolve. The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, Book Value of Assets included herein. The determination of the Firm will be conclusive and binding upon the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation)Parties. Purchaser1 Purchaser and Seller shall promptly provide their written submissions regarding bear the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, based on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items contested amount not awarded to each party Party bears to the aggregate amount actually contested by such Party. The amount of Disputed Items. For examplethe Book Value of Assets, as finally determined pursuant to this Section 2.3(a), is referred to herein as the "Actual Book Value of Assets." If the Actual Book Value of Assets is less than $11,579,711 (the "Book Value of Assets Shortfall"), Purchaser shall be entitled to receive from the Holdback, within two (2) Business Days after the determination thereof, the amount of such shortfall; provided, however, that if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 the amount then left in the Holdback is less than the amount of the Book Value of Assets Shortfall, Seller shall pay to the Purchaser, within two (2) Business Days after the determination of the Actual Book Value of Assets, the amount claimed by Seller which the parties cannot mutually resolveHoldback is less than the Book Value of Assets Shortfall by wire transfer or delivery of other immediately available funds. If the Actual Book Value of Assets exceeds $11,579,711, and if Purchaser shall pay to Seller, within two (2) Business Days after the Dispute Resolution Firm ultimately resolves the Disputed Items determination of such excess by awarding Seller $300 wire transfer or delivery of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellerother immediately available funds.

Purchase Price Adjustments. (a) By not later than the end of the fourth business day prior to Promptly following the Closing Date, but in no event later than 60 days after the Closing Date, Purchaser shall provide to Seller shall deliver to Purchasers a statement certificate executed on behalf of Purchaser by the President, Executive Vice President or any Senior Vice President of Purchaser, dated the date of its delivery, setting forth Purchaser's (i) proposed Adjusted Working Capital as of the Closing Date (the "Pre-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Proposed Final Adjusted Working Capital"), Cash on Hand ) and (ii) Purchaser's reasonably detailed calculation thereof (the "Estimated Cash on HandClosing Date Statement"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Date Statement shall be prepared in accordance with GAAP (except as noted on Exhibit A) and in a manner consistent with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers policies and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities principles used in connection with the preparation of the Pre-Reference Balance Sheet (provided, however, that in preparing the Closing Date Statement. Purchasers , the inclusions, exclusions, adjustments and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shallterms set forth on Exhibit A shall be given effect). (b) Purchaser shall provide reasonable cooperation to, and shall cause the other Company Entities to, use their reasonable best efforts to cause IPC Companies and their respective employees and accountants agents to reasonably cooperate with, and respond provide reasonable cooperation to, Seller and its employees and representatives in their review of the Closing Date Statement and shall provide Seller and its employees and representatives reasonable access to the applicable personnel, properties, books and records of Purchaser and the IPC Companies for such inquiriespurpose. In the event Seller disputes the correctness of the Proposed Final Adjusted Working Capital proposed by Purchaser, Seller shall consider notify Purchaser in good faith any comments to writing of its objections within 30 days after receipt of the Pre-Closing Date Statement made by Purchasers in good faith and shall set forth, in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Pricereasonable detail, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiriesreasons for Seller's objections. If Seller has any fails to deliver its notice of objections to within 30 days after receipt of the Preliminary Closing Date Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by SellerPurchaser's calculation. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 Purchaser shall negotiate endeavor in good faith to resolve any disputed matters within 15 days after receipt of Seller's notice of objections. If Seller and Purchaser are unable to resolve the objections set disputed matters, Seller and Purchaser shall promptly refer the disputed matters to the Accounting Firm. The Accounting Firm shall offer Seller and Purchaser (and their respective employees and representatives) the opportunity to provide written submissions regarding their positions on the disputed matters, which opportunity shall not extend more than 15 days after the submission of the disputed matters to the Accounting Firm. The Accounting Firm shall deliver a written report resolving all disputed matters and setting forth in the Objections Statement and if they do not reach a final basis for such resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached Purchaser have submitted in writing ("Disputed Items"or have had the opportunity to submit in writing but have not submitted) their positions as to Xxxxx Xxxxxxxx or such other the disputed items. The determination of the Accounting Firm in respect of the correctness of each matter remaining in dispute resolution firm mutually acceptable to shall be conclusive and binding on Seller and Purchaser1 (the "Dispute Resolution Firm")Purchaser. The Dispute Resolution Firm's determination will of the Accounting Firm shall be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions by Seller and Purchaser and shall not be by independent review (it being understood that the Accounting Firm need not accept in its entirety the submission of either one party or the other). The Adjusted Working Capital as of the Closing Date, as finally determined pursuant to this Section 2.3(b) (whether by failure of Seller to deliver a timely notice of objection, by agreement of Seller and Purchaser1 (i.e., not on Purchaser or by determination of the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Accounting Firm), and are referred to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with herein as the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Seller"Final Adjusted Working Capital".

Purchase Price Adjustments. (a) By not later than the end Seller Equityholders shall cause Seller to prepare an estimated balance sheet as of the fourth business day prior Closing Date or another date agreed on by Buyer and the Seller Equityholders (the Preliminary Balance Sheet). In connection with the preparation of the Preliminary Balance Sheet, Seller Equityholders shall cause Seller to conduct a complete physical inventory as of the Closing Date, Seller Date or other agreed date in accordance with the procedures set forth in Schedule 2.3. A copy of the inventory shall deliver be delivered to Purchasers Buyer with the Preliminary Balance Sheet. The Preliminary Balance Sheet (i) shall contain line items substantially consistent with the line items in Seller’s Balance Sheet dated [date] (a statement (the "Pre-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates true copy of Net Working Capital ("Estimated Net Working Capital"which is in Schedule 8.10), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness"ii) and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with generally accepted accounting principles (GAAP) consistently applied, (iii) shall be accompanied by a certificate of the definitions set forth in this Agreement, including the definition chief financial officer of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution effect of customary work paper access letters if requestedclause (ii) above, and (iv) shall be accompanied by a calculation of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries Net Worth of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made (as defined below) certified by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000Seller’s chief financial officer. (b) Within 90 days after If Seller’s Net Worth as shown on the Preliminary Balance Sheet is less than $[amount], the Purchase Price shall be reduced by the amount of the difference by reducing the purchase price payable pursuant to Section 2.2. (c) Seller Equityholders shall cause [name] (the Closing DateAuditor) to prepare a Closing Audit (Closing Audit), Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation which shall consist of Net Working CapitalSeller’s balance sheet as of the date of the Preliminary Balance Sheet, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price as adjusted as provided below (the "Preliminary Closing Statement"Balance Sheet). The Preliminary Closing Statement Balance Sheet (i) shall contain line items substantially consistent with the line items in Seller’s Balance Sheet dated [date] and (ii) shall be prepared in accordance with GAAP. (d) In preparing the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicableClosing Audit, the Applicable Accounting PrinciplesClosing Auditor shall conduct the examination of Seller in accordance with generally accepted auditing standards. After delivery of the Preliminary The Closing Statement, Purchasers Auditor shall give Seller and use its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees complete the Closing Audit not later than 60 days after the Closing Date. The Closing Balance Sheet shall be delivered to Buyer and accountants to reasonably cooperate withSeller Equityholders immediately upon its completion, together with the Closing Auditor’s opinion that the Closing Balance Sheet was prepared in accordance with this Section 2.3, a calculation of Seller’s Net Worth, and respond tothe Closing Auditor’s work papers. Seller Equityholders and Buyer shall have 30 days after receiving the Closing Balance Sheet, such inquiries. If Seller has the calculation of Seller’s Net Worth, and the Closing Auditor’s work papers to deliver a written notice to the other of any objections to the Preliminary Closing Statement, Seller Balance Sheet and the calculation of Seller’s Net Worth. Any notice of objections shall deliver to Purchaser1 a statement setting forth such objections, including setting forth be in writing and shall state in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of basis for each objection (including for each component of the calculations objected to, and the amount of Seller's adjustment that the party giving the notice believes is required. If Buyer and Seller Equityholders cannot agree with respect to the Closing Balance Sheet or the calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections ’s Net Worth within 30 days after Seller's the delivery of a notice of objections or a later date as Buyer and Seller Equityholders may agree on, the Objections Statement to Purchaser1dispute shall be resolved by arbitration in accordance with Section 14.8, Seller and Purchaser1 except that the arbitrator shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 be [name] (the "Dispute Resolution Independent Accounting Firm"). The Dispute Resolution Firm's determination will Any items not in dispute shall be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 deemed stipulated by Buyer and Seller Equityholders and shall promptly provide their written submissions regarding not be determined by the Disputed Items in writing to the Dispute Resolution Firm and to each otherIndependent Accounting Firm. The Dispute Resolution determination of the Independent Accounting Firm shall be instructed to render its determination binding and conclusive with respect regard to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred matters it determines. Buyer and Seller Equityholders shall pay equally all costs and expenses relating to the Dispute Resolution services provided by the Independent Accounting Firm, notwithstanding the provisions of Section 14.8(f), and to send copies of such written determination to Purchaser1 and . (e) If Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or ’s Net Worth is less than the smallest value for such item submitted by either party lesser of the Net Asset Value as shown on the Preliminary Balance Sheet or $[dollar amount], Seller Equityholders shall pay to Buyer the amount of the difference within five Business Days (as defined in Section 7.1) of the final determination of Net Asset Value pursuant to clause (d) above. (f) The term Seller’s Net Worth shall mean an amount equal to the Dispute Resolution Firm. The Dispute Resolution Firm may not award total assets minus the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable total liabilities reflected on the parties hereto. The costs and expenses of Preliminary Balance Sheet or the Dispute Resolution Firm shall be paid by SellerClosing Balance Sheet, on as the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellercontext indicates.

Purchase Price Adjustments. (a) By not later than the end of the fourth business day prior to the Closing Date, Seller shall deliver to Purchasers a statement (the "PrePost-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Adjustment for Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option ConsiderationTangible Assets. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000.----------------------------------------------- (bi) Within 90 days after the Closing Date, Purchaser1 the Purchasers and their auditors will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price conduct an audit (the "Preliminary Closing StatementAudit") of the Companies as of the ------------- Closing Date in accordance with generally accepted auditing standards, consistently applied, as modified by the Accounting Conventions, and will prepare and deliver to the Sellers a computation (the "Draft Balance Sheet") of ------------------- the Net Tangible Assets Amount as of the Closing Date (the "Closing Net Tangible -------------------- Assets Amount") and the Accounts Receivable Amount as of the Closing Date (the ------------- "Closing Accounts Receivable Amount"). The Preliminary Closing Statement Draft Balance Sheet shall be prepared in accordance with indicate ---------------------------------- the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery portion of the Preliminary Closing Statement, Net Tangible Assets Amount attributable to the Companies (and take into account (without duplication) the Acquired Louisiana Assets of BESI and the Acquired Other Assets of BESI) and shall indicate the Closing Accounts Receivable Amount. The Purchasers shall give Seller and its accountants reasonable access their auditors will make available to review the books, Sellers and their auditors all records and work papers used in preparing the Draft Balance Sheet. If the Sellers disagree with the computation of the Closing Net Tangible Assets Amount or the Closing Accounts Receivable Amount, the Sellers may, within 30 days after receipt of the Draft Balance Sheet, deliver a notice (subject an "Objection Notice") to the execution of customary work paper access letters if requested) Purchasers setting forth ---------------- the Sellers' calculation of the Company EntitiesClosing Net Tangible Assets Amount and the Closing Accounts Receivable Amount, Purchasers (solely to as the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statementcase may be. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and The Purchasers and the Company shall, and shall cause the other Company Entities to, Sellers will use their reasonable best efforts to cause resolve any disagreements as to the computation of the disputed Closing Net Tangible Assets Amount (or if applicable, the Closing Accounts Receivable Amount), but if they do not obtain a final resolution within 30 days after the Purchasers have received the Objection Notice, the Purchasers and the Sellers will, within 20 days of the termination of said 30 day period, jointly retain an independent accounting firm of recognized national standing (the "Firm") to resolve any remaining ---- disagreements. If the Purchasers and the Sellers are unable to agree on the choice of the Firm, then the Firm will be a "big-five" accounting firm (or a successor) selected by random drawing (after excluding one firm designated by the Purchasers and one firm designated by the Sellers). The Purchasers and the Sellers will direct the Firm to render a determination within 60 days of its retention and the Purchasers, the Sellers and their respective employees agents will cooperate with the Firm during its engagement. The Firm will consider only those items and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained amounts in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections Draft Balance Sheet set forth in the Objections Statement Objection Notice which the Purchasers and if they do not reach the Sellers are unable to resolve. The Purchasers and the Sellers shall each submit a final resolution of all such objections written statement to the Firm within 30 days after Sellerthe Firm's delivery engagement, which written statement shall contain such Party's computation of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing applicable Closing Net Tangible Assets Amount ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where if applicable, the definition of Applicable Accounting PrinciplesClosing Accounts Receivable Amount) and information, arguments, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each othersupport for such Party's position. The Dispute Resolution Firm shall be instructed to render review such written statements and base its determination with respect to solely on them. In resolving any disputed item, the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall may not assign a value to any Disputed Item item greater than the greatest value for such item submitted claimed by either party to the Dispute Resolution Firm Party or less than the smallest value for such item submitted claimed by either party to the Dispute Resolution FirmParty. The Dispute Resolution Firm may not award Firm's determination will be based on the parties in definitions of the aggregate more than the amount in disputeNet Tangible Assets Amount and Accounts Receivable Amount included herein. The decision determination of the Dispute Resolution Firm with respect to all Disputed Items shall will be final, conclusive and binding and non-appealable on upon the parties heretoParties. The costs Purchasers and expenses of the Dispute Resolution Firm Sellers shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then equally bear the costs and expenses of the Dispute Resolution Firm will Firm. The Closing Net Tangible Assets Amount as finally determined pursuant to this Section 2.2(a) is referred to herein as the -------------- "Actual Closing Net Tangible Assets Amount," and the Closing Accounts Receivable ----------------------------------------- Amount as finally determined pursuant to this Section 2.2(a) is referred to -------------- herein as the "Actual Accounts Receivable Amount." --------------------------------- (ii) If the Actual Closing Net Tangible Assets Amount is less than $189,555,220, (which such amount has been determined based on the calculation set forth in the Financial Statements Schedule under the heading "Calculation of Net Tangible Assets Amount") the Purchasers shall be paid 60% entitled to receive from the Holdback the amount of such shortfall (i.e. 300/500the "Net Tangible Assets Amount -------------------------- Shortfall"); provided, however, that if the amount then left in the Holdback is --------- -------- ------- less than the amount of the Net Tangible Assets Amount Shortfall, the Sellers shall pay to the Purchasers, within two (2) business days after the determination of the Actual Closing Net Tangible Assets Amount, the amount by which the Holdback is less than the Net Tangible Assets Amount Shortfall by wire transfer or delivery of other immediately available funds. If the Actual Closing Net Tangible Assets Amount is greater than $189,555,220 (which such amount has been determined based on the calculation set forth in the Financial Statements Schedule under the heading "Calculation of Net Tangible Assets Amount"), the Sellers shall be entitled to receive the amount of such excess (the "Net --- Tangible Assets Amount Overage"). In such case, the Purchasers and 40% shall pay to the ------------------------------ Sellers, within two (i.e.2) business days after the determination of the Actual Closing Net Tangible Assets Amount, 200/500the Net Tangible Assets Amount Overage by wire transfer or delivery of other immediately available funds. All payments made pursuant to this Section 2.2(a)(ii) shall be an adjustment to the portion ------------------ of the Purchase Price attributed to the Acquired Other Assets of BESI set forth on the Schedule of Sellers. ------------------- (iii) If the Actual Accounts Receivable Amount is less than the Estimated Accounts Receivable Amount, the Purchasers shall be entitled to receive from the Holdback the amount of such shortfall (the "Accounts Receivable Amount -------------------------- Shortfall"); provided however, that if the amount then left in the Holdback is --------- -------- ------- less than the amount of the Accounts Receivable Amount Shortfall, the Sellers shall pay to the Purchasers, within two (2) business days after the determination of the Actual Accounts Receivable Amount, the amount by Seller.which the Holdback is less than the Accounts Receivable Amount Shortfall by wire transfer or delivery of other immediately available funds. If the Actual Accounts Receivable Amount is greater than the Estimated Accounts Receivable Amount, the Sellers shall be entitled to receive the amount of such excess (the "Accounts -------- Receivable Amount Overage"). In such case, the Purchasers shall pay to the ------------------------- Sellers, within two (2) business days after the determination of the Actual Accounts Receivable Amount, the Accounts Receivable Amount Overage by wire transfer or delivery of other immediately available funds. All payments made pursuant to this Section 2.2(a)(iii) shall be an adjustment to the portion of ------------------- the Purchase Price attributed to the Acquired Other Assets of BESI set forth on the Schedule of Sellers. -------------------

Purchase Price Adjustments. (a) By not later than the end of the fourth business day prior to Promptly following the Closing Date, but in no event later than 60 days after the Closing Date, Purchaser shall provide to Seller shall deliver to Purchasers a statement (certificate executed on behalf of Purchaser by the "Pre-Closing Statement") President, Executive Vice President or any Senior Vice President of Purchaser, dated the date of its delivery, setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Purchaser’s (i) proposed Adjusted Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation as of the Estimated Purchase Price, and a schedule Closing Date (the “Option Consideration ScheduleProposed Final Adjusted Working Capital”) setting forth for each Optionholder and (ii) Purchaser’s reasonably detailed calculation thereof (the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the “Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option ConsiderationDate Statement”). The Pre-Closing Date Statement shall be prepared in accordance with GAAP (except as noted on Exhibit A) and in a manner consistent with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers policies and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities principles used in connection with the preparation of the Pre-Reference Balance Sheet (provided, however, that in preparing the Closing Date Statement. Purchasers , the inclusions, exclusions, adjustments and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shallterms set forth on Exhibit A shall be given effect). (b) Purchaser shall provide reasonable cooperation to, and shall cause the other Company Entities to, use their reasonable best efforts to cause IPC Companies and their respective employees and accountants agents to reasonably cooperate with, and respond provide reasonable cooperation to, Seller and its employees and representatives in their review of the Closing Date Statement and shall provide Seller and its employees and representatives reasonable access to the applicable personnel, properties, books and records of Purchaser and the IPC Companies for such inquiriespurpose. In the event Seller disputes the correctness of the Proposed Final Adjusted Working Capital proposed by Purchaser, Seller shall consider notify Purchaser in good faith any comments to writing of its objections within 30 days after receipt of the Pre-Closing Date Statement made by Purchasers in good faith and shall set forth, in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Pricereasonable detail, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiriesreasons for Seller’s objections. If Seller has any fails to deliver its notice of objections to within 30 days after receipt of the Preliminary Closing Date Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by SellerPurchaser’s calculation. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 Purchaser shall negotiate endeavor in good faith to resolve any disputed matters within 15 days after receipt of Seller’s notice of objections. If Seller and Purchaser are unable to resolve the objections set disputed matters, Seller and Purchaser shall promptly refer the disputed matters to the Accounting Firm. The Accounting Firm shall offer Seller and Purchaser (and their respective employees and representatives) the opportunity to provide written submissions regarding their positions on the disputed matters, which opportunity shall not extend more than 15 days after the submission of the disputed matters to the Accounting Firm. The Accounting Firm shall deliver a written report resolving all disputed matters and setting forth in the Objections Statement and if they do not reach a final basis for such resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached Purchaser have submitted in writing ("Disputed Items"or have had the opportunity to submit in writing but have not submitted) their positions as to Xxxxx Xxxxxxxx or such other the disputed items. The determination of the Accounting Firm in respect of the correctness of each matter remaining in dispute resolution firm mutually acceptable to shall be conclusive and binding on Seller and Purchaser1 (the "Dispute Resolution Firm")Purchaser. The Dispute Resolution Firm's determination will of the Accounting Firm shall be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions by Seller and Purchaser and shall not be by independent review (it being understood that the Accounting Firm need not accept in its entirety the submission of either one party or the other). The Adjusted Working Capital as of the Closing Date, as finally determined pursuant to this Section 2.3(b) (whether by failure of Seller to deliver a timely notice of objection, by agreement of Seller and Purchaser1 (i.e., not on Purchaser or by termination of the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Accounting Firm), and are referred to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with herein as the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Seller“Final Adjusted Working Capital”.

Purchase Price Adjustments. (a) By not later than the end of the fourth business day prior to the Closing Date, Seller shall deliver to Purchasers a statement Within ninety (the "Pre-Closing Statement"90) setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 will the Buyer shall prepare, or cause to be prepared, and deliver to the Seller a written statement setting (the “Final Closing Statement”) that shall include and set forth Purchasers' good faith a calculation in reasonable detail of the actual (i) Net Working Capital (the “Closing Net Working Capital”), (ii) Indebtedness (“Closing Indebtedness”), (iii) Cash (“Closing Cash”), and (iv) Transaction Expenses (“Closing Transaction Expenses”) (with each of the Closing Net Working Capital, Closing Indebtedness, Closing Cash on Handand Closing Transaction Expenses determined as of the Determination Time and, Indebtedness and except for (A) Closing Transaction Expenses and (B) the resulting Final Purchase Price (Existing Credit Facility Release with respect to Closing Indebtedness, without giving effect to the "Preliminary Closing Statement"transactions contemplated herein). The Preliminary Final Closing Statement (1) shall be prepared on a basis consistent with the Applicable Accounting Principles and in the form set out in the Sample Statement and (2) shall be based exclusively on the facts and circumstances as they exist at the Determination Time and shall exclude the effects of any event, act, change in circumstances or similar development arising or occurring on or after the Closing Date (except (X) with respect to Transaction Expenses and (Y) the Existing Credit Facility Release with respect to Indebtedness); provided that this clause (2) shall not be deemed to limit the amount of Indebtedness incurred prior to and unpaid as of the Determination Time and of which the Company or Buyer subsequently becomes aware. To the extent any actions following the Closing with respect to the accounting books and records of the Company on which the Final Closing Statement and the foregoing calculations are to be based are not consistent with the Applicable Accounting Principles, such changes shall not be taken into account in preparing the Final Closing Statement or calculating amounts reflected thereon. (b) The Final Closing Statement shall become final and binding on the 45th day following delivery thereof, unless prior to the end of such period, the Seller delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement and the Seller’s alternative calculations of the disputed items. The Seller shall be prepared deemed to have agreed with all items and amounts of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.5(c). (c) During the 30-day period following delivery of a Notice of Disagreement by the Seller to the Buyer, the parties in good faith shall seek to resolve in writing any differences that they may have with respect to the calculation of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as specified therein. Any disputed items resolved in writing between the Buyer and the Seller within such 30-day period shall be final and binding with respect to such items, and if the Seller and the Buyer agree in writing on the resolution of each disputed item specified by the Seller in the Notice of Disagreement and the amount of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, the amounts so determined shall be final and binding on the parties for all purposes hereunder. If the Buyer and the Seller have not resolved all such differences by the end of such 30-day period, the Buyer and the Seller shall submit, in writing, to an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses. The Independent Accounting Firm shall be Ernst & Young LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Seller and the Buyer. The Buyer and the Seller shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within thirty (30) days following the submission thereof. The Independent Accounting Firm shall consider only those items and amounts in the Buyer’s and the Seller’s respective calculations of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses that are identified as being items and amounts to which the Buyer and the Seller have been unable to agree. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to correcting mathematical errors and determining whether the items and amounts in dispute were determined in accordance with the definitions Applicable Accounting Principles and in the form set forth out in this Agreementthe Sample Statement, and the Independent Accounting Firm is not to make any other determination, including any determination as to whether the definition of Target Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding Capital or any estimates on the Preliminary Closing Statement and Purchasers and the Company shallare correct, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiriesadequate or sufficient. If Seller has In resolving any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected todisputed item, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Independent Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall may not assign a value to any Disputed Item item greater than the greatest value for such item submitted claimed by either party to the Dispute Resolution Firm or less than the smallest value for such item claimed by either party. The Independent Accounting Firm’s determination of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses shall be based solely on written materials submitted by either party to the Dispute Resolution FirmBuyer and the Seller (i.e., not on independent review). The Dispute Resolution determination of the Independent Accounting Firm may not award shall be conclusive and binding upon the parties in hereto and shall not be subject to appeal or further review, absent manifest error. Judgment may be entered upon the aggregate more than the amount in dispute. The decision written determination of the Dispute Resolution Independent Accounting Firm in accordance with respect to all Disputed Items Section 10.9. In acting under this Agreement, the Independent Accounting Firm shall be final, binding function solely as an expert and non-appealable on the parties hereto. not as an arbitrator. (d) The costs of any dispute resolution pursuant to this Section 2.5, including the fees and expenses of the Dispute Resolution Independent Accounting Firm and of any enforcement of the determination thereof, shall be paid borne by the Seller and the Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (e) The Buyer and the Seller will, and will cause the Company (in the case of the Seller, on prior to the one handClosing and, in the case of the Buyer, during the period from and Purchasers, on after the date of delivery of the Final Closing Statement through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.5) to afford the other handparty and its Representatives reasonable access, based during normal business hours and upon reasonable prior notice, to the percentage which the portion personnel, properties, books and records of the Disputed Items Qdoba Business and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.5. Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculations specified in this Section 2.5; provided, that such accountants shall not awarded be obligated to each make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party bears has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (f) The Purchase Price shall be adjusted, upwards or downwards, as follows: (i) For the aggregate amount purposes of Disputed Items. For examplethis Agreement, if Seller submits the “Net Adjustment Amount” means an Objections Statement for $1,000amount, and if Purchaser1 disputes only $500 of which may be positive or negative, equal to (A) the amount claimed by Seller which Closing Net Working Capital as finally determined pursuant to this Section 2.5, minus the parties cannot mutually resolveEstimated Net Working Capital, and if minus (B) the Dispute Resolution Firm ultimately resolves Closing Indebtedness as finally determined pursuant to this Section 2.5 minus the Disputed Items by awarding Seller $300 of Estimated Indebtedness, plus (C) the $500 of Disputed ItemsClosing Cash as finally determined pursuant to this Section 2.5, then minus the costs and expenses of Estimated Cash, minus (D) the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e.Closing Transaction Expenses as finally determined pursuant to this Section 2.5, 200/500) by Seller.minus the Estimated Transaction Expenses;

Purchase Price Adjustments. (a) By not later than the end of the fourth business day prior to the Closing Date, Seller shall deliver to Purchasers a statement As soon as practicable but in any event within forty-five (the "Pre-Closing Statement"45) setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 Buyer will prepare (or cause to be prepared) and deliver to Seller a statement setting forth Purchasers' good faith (the “Post-Closing Statement”) showing Buyer’s calculation of Net Closing Cash and Closing Working Capital, Cash on Handincluding, Indebtedness and Transaction Expenses in each case, the calculation thereof in reasonable detail. Buyer shall provide to Seller such back-up or supporting data relating to the preparation of the Post-Closing Statement and the resulting Final Purchase Price (the "Preliminary calculations of Closing Statement")Cash and Closing Working Capital reflected thereon as Seller may reasonably request. The Preliminary Closing Statement Buyer shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give also provide Seller and its accountants officers, directors, employees, accountants, financial advisors, agents or other representatives (collectively, “Representatives”) with such reasonable access to review the books, records and work papers personnel of the Company and the Company Subsidiary, at reasonable times and upon reasonable notice, as Seller may reasonably request for the purposes of evaluating the Post-Closing Statement and Buyer’s calculations of Closing Cash and Closing Working Capital. (subject to b) Seller shall, within the execution thirty (30) day period (the “Acceptance Period”) following receipt of customary work paper access letters if requestedsuch Post-Closing Statement, notify Buyer of its acceptance or non-acceptance (as the case may be) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Post-Closing Statement and Purchasers the calculation of Closing Cash and Closing Working Capital reflected thereon. If no such notice is delivered to Buyer by Seller within the Acceptance Period, the Post-Closing Statement and the Company shall, calculations of Closing Cash and Closing Working Capital reflected thereon shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by SellerSeller and shall be binding thereon for all purposes of this Agreement. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Post-Closing Statement and the calculations of Closing Cash and Closing Working Capital reflected thereon are accepted or deemed to have been accepted by Seller, then payment of any related amounts, as contemplated by this Section 1.6(b), shall be final, binding made pursuant to Sections 1.6(d) and non-appealable by the parties hereto(e) below. If an Objections Statement is delivered Seller gives notice (a “Dispute Notice”) to Purchaser1 Buyer within 45 days after Seller's receipt the Acceptance Period that Seller does not agree with or otherwise does not accept the calculation of Closing Cash or Closing Working Capital reflected on the Preliminary Post-Closing Statement, Seller shall describe in such Dispute Notice, in reasonable detail, the basis for its disagreement. Buyer and Purchaser1 Seller shall negotiate endeavor in good faith to resolve all such disagreements within the objections set forth in thirty (30) Business Day period (the Objections “Negotiating Period”) following the delivery by Seller of such Dispute Notice. (c) If Buyer and Seller are unable to resolve any disagreements regarding the Post-Closing Statement and if they do not reach a final resolution of the calculations reflected thereon within the Negotiating Period, then all such objections within 30 days after Seller's delivery of the Objections Statement disputes shall be promptly referred to Purchaser1Ernst & Young LLP or, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") if such firm declines to Xxxxx Xxxxxxxx or serve, then such other dispute resolution independent accounting firm as is mutually acceptable to Buyer and Seller and Purchaser1 (the "Dispute Resolution “Neutral Accounting Firm"”). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Neutral Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed only to render its determination with respect resolve all outstanding disagreements relating to the Disputed Items as soon as reasonably possible (which Post-Closing Statement and the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm)calculation of Closing Cash and Closing Working Capital reflected thereon, and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firminstructed not to otherwise investigate such matters independently. The Dispute Resolution Neutral Accounting Firm shall investigate only those items which are in dispute and shall not assign a value to any Disputed Item item that is (A) greater than the greatest value for such item submitted claimed by either party to the Dispute Resolution Firm of Buyer or less Seller or (B) lower than the smallest lowest value for such item submitted claimed by either party to of Buyer or Seller. The Neutral Accounting Firm’s determination shall be based only upon written submissions by Buyer and Seller, and not upon an independent review by the Dispute Resolution Neutral Accounting Firm. The Dispute Resolution parties shall instruct the Neutral Accounting Firm may not award to render its determination within thirty (30) Business Days of the parties referral of such matter thereto, and the determination of the Neutral Accounting Firm shall be final and binding upon Buyer and Seller for all purposes of this Agreement. Neither Buyer nor Seller shall have any ex parte communications or meetings with the Neutral Accounting Firm without the prior consent of Buyer (in the aggregate more than case of Seller) or Seller (in the amount in disputecase of Buyer). The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs fees and expenses of the Dispute Resolution Neutral Accounting Firm shall be borne one-half by Buyer, on the one hand, and one-half by Seller, on the other hand. (d) Promptly following the final resolution of all disputes, if any, relating to the Post-Closing Statement calculations and amounts reflected thereon in accordance with this Section 1.6, but in no event more than five (5) Business Days thereafter, (A) if the finally-determined amount of Closing Cash exceeds the Target Closing Cash, then Buyer shall pay to Seller, by wire transfer of immediately available funds to such account or accounts as may be designated by Seller to Buyer in writing, an amount equal to such difference or (B) if the finally-determined amount of Closing Cash is less than the Target Closing Cash, then Seller shall pay to Buyer, by wire transfer of immediately available funds to such account or accounts as may be designated by Buyer to Seller in writing, an amount equal to such difference. Any amounts paid under this Section 1.6(d) shall be paid together with interest thereon at a rate per annum equal to the prime rate set forth in The Wall Street Journal’s Table of Interest Rates and Bonds on the date that payment is to be made, calculated from the Closing Date through the date on which payment is made. (e) Promptly following the final resolution of all disputes, if any, relating to the Post-Closing Statement calculations and amounts reflected thereon in accordance with this Section 1.6, but in no event more than five (5) Business Days thereafter, (A) if the finally-determined Closing Working Capital exceeds the Target Closing Working Capital, then Buyer shall pay to Seller, by wire transfer of immediately available funds to such account or accounts as may be designated by Seller to Buyer in writing, an amount equal to such difference or (B) if the finally-determined Closing Working Capital is less than the Target Closing Working Capital, then Seller shall pay to Buyer, by wire transfer of immediately available funds to such account or accounts as may be designated by Buyer to Seller in writing, an amount equal to such difference. Any amounts paid under this Section 1.6(e) shall be paid together with interest thereon at a rate per annum equal to the prime rate set forth in The Wall Street Journal’s Table of Interest Rates and Bonds on the date that payment is to be made, calculated from the Closing Date through the date on which payment is made. (f) In the event that the adjustments contemplated by Sections 1.6(d) and (e) above result in both (A) amounts owed by Buyer to Seller and (B) amounts owed by Seller to Buyer, then, in such event, whichever of Seller, on the one hand, and Purchasersor Buyer, on the other hand, based upon owes the percentage which other the portion of the Disputed Items not awarded greater amount shall pay to each such other party bears an amount equal to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of difference between the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellertwo amounts owed.

Purchase Price Adjustments. (a) By For the purpose of confirming the Closing Date Net Working Capital and the payments contemplated by this Section 3.3, Seller shall prepare, or cause to be prepared, a balance sheet of the Business and calculation of Closing Date Net Working Capital, which balance sheet shall be prepared in accordance with GAAP, consistent with the accounting methods, practices, principles, policies and procedures used in preparing the Financial Statements and Exhibit A; provided, however, that, even if inconsistent with the foregoing, the consolidated balance sheet shall not take into account the Excluded Assets and Excluded Liabilities, except to the extent that Purchaser satisfies any obligations of Seller that are Excluded Liabilities. The balance sheet prepared in accordance with the foregoing is referred to as the “Final Closing Date Balance Sheet.” (b) No later than the end of the fourth business day prior to 30 days after the Closing Date, Seller shall deliver to Purchasers Purchaser the Final Closing Date Balance Sheet together with a statement (worksheet showing the "Pre-calculation of the Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Date Net Working Capital shown on the Final Closing Date Balance Sheet ("Estimated the “Final Net Working Capital"”), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and . If within 30 days after the resulting calculation date of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock delivery to Purchaser of the Company subject to vested Options held by such Optionholder immediately prior to the Final Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider Date Balance Sheet Purchaser determines in good faith that Purchaser disagrees with any comments to portion of the Pre-Final Closing Statement made by Purchasers in good faith in writing and delivered Date Balance Sheet (the disputed items being the “Disputed WC Items”), then Purchaser may give written notice (a “WC Dispute Notice”) to Seller not later than the end within such 30-day period, which WC Dispute Notice shall: (i) set forth Purchaser’s proposed resolution of the second business day prior to the Closing Date. If Estimated Disputed WC Items (including Purchaser’s determination of Final Net Working Capital taking into account such proposed resolution of the Disputed WC Items), (ii) specify in reasonable detail Purchaser’s basis for disagreement with the Final Closing Date Balance Sheet and (iii) include materials showing in reasonable detail Purchaser’s support for such position. Any matters set forth in the PreFinal Closing Date Balance Sheet that are not included as Disputed WC Items in a timely delivered WC Dispute Notice shall be deemed accepted by Purchaser and shall be binding and final for all purposes of this Agreement, and (A) the failure by Purchaser to provide a WC Dispute Notice within such 30-day period or (B) the delivery by Purchaser to Seller during such 30-day period of a written notice stating that Purchaser has elected not to deliver a WC Dispute Notice, will constitute a full and complete acceptance of the Final Closing Statement is greater than $13,000,000Date Balance Sheet as determined by Seller and such Final Closing Date Balance Sheet shall be binding and final for all purposes of this Agreement. If Purchaser and Seller are unable to resolve any disagreement among them with respect to the Final Closing Date Balance Sheet within 15 days after the delivery of a WC Dispute Notice by Purchaser to Seller, then the Estimated Purchase PriceDisputed WC Items (but no others) may be referred by Seller or Purchaser for determination to BDO Xxxxxxx (“BDO”) (or, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal they are unable or unwilling to $13,000,000. (b) Within 90 days after the Closing Dateserve, Purchaser1 will deliver to another nationally recognized accounting firm not affiliated with Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give or Purchaser that is mutually selected by Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiriesPurchaser). If Seller has any objections and Purchaser are unable to select a nationally recognized accounting firm within five Business Days of BDO declining to accept such engagement, either Seller or Purchaser may thereafter request that the American Arbitration Association (“AAA”) make such selection (as applicable, BDO, the firm selected by Seller and Purchaser or the firm selected by the AAA is referred to as the “Independent Accountant”). Each of Seller and Purchaser shall provide the Independent Accountant and the other party with a statement of its position as to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including amount for each component Disputed WC Item within 15 days from the date of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt referral of the Preliminary Closing Statementdisagreement to the Independent Accountant. Any items contained The Independent Accountant shall make a written determination as promptly as practicable, but in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections any event within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution FirmIndependent Accountant, by selecting from the position of either Seller (on the one hand) or Purchaser (on the other hand) as to the amount of Final Net Working Capital. The Independent Accountant shall be authorized to select only the position as to the amount of Final Net Working Capital as presented by either Seller (on one hand) or Purchaser (on the other hand). If at any xxxx Xxxxxx and Purchaser resolve their dispute, then notwithstanding the preceding provisions of this Section 3.3(b), and to send copies of such written determination to Purchaser1 and Seller. No hearing the Independent Accountant’s involvement promptly shall be held discontinued and no discovery the Final Closing Date Balance Sheet shall be permitted. No party revised, if necessary, to reflect such resolution and thereupon shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firmbe final and binding for all purposes of this Agreement. The Dispute Resolution Firm Parties shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party make readily available to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party Independent Accountant all relevant books and records relating to the Dispute Resolution Firm. The Dispute Resolution Firm may not award Final Closing Date Balance Sheet and all other items reasonably requested by the parties Independent Accountant in connection with resolving the aggregate more than disagreement regarding the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties heretoFinal Net Working Capital. The costs and expenses of the Dispute Resolution Firm Independent Accountant shall be paid shared equally by Seller, on the one hand, Seller and Purchasers, on the other hand, based upon the percentage which the portion Purchaser. The decision of the Disputed Items not awarded to each party bears to Independent Accountant shall be final and binding for all purposes of this Agreement and the aggregate amount of Disputed Items. For exampleFinal Closing Date Balance Sheet shall be revised, if Seller submits an Objections Statement necessary, to reflect such decision and thereupon shall be final and binding for $1,000, and if Purchaser1 disputes only $500 all purposes of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% this Agreement. (i.e. 300/500c) by Purchasers and 40% (i.e., 200/500) by Seller.For purposes hereof:

Purchase Price Adjustments. (a) By not later than the end of the fourth business day prior to Within ninety (90) days following the Closing Date, Seller Buyer shall deliver to Purchasers the Seller a statement (the "Pre-Closing Statement") certificate setting forth the Fully Diluted Sharesin reasonable detail Buyer’s calculation, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this AgreementAccounting Principles, including of the definition (A) Working Capital as of Net the Effective Time (the “Preliminary Working Capital Determination”), (B) Cash and Cash Equivalents as of the Effective Time (the “Preliminary Cash Determination”), (C) the Transaction Expenses (the “Preliminary Transaction Expenses Determination”) and (D) the Debt (the “Preliminary Debt Determination” and, together with the Preliminary Working Capital Determination, the Preliminary Cash Determination and the Preliminary Transaction Expenses Determination, the “Preliminary Closing Statement”); provided, however, that, at the reasonable written request of the Seller, until such time as the calculation of the Closing Date Working Capital, andClosing Date Cash, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Date Transaction Expenses and Closing Date Debt determinations are final and binding on the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in parties pursuant to this Agreement, including the definition of Net Working Capital, and, where applicableSection 2.3, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants and other duly authorized Representatives (at the Seller’s expense) shall be permitted to discuss with Buyer and its applicable Representatives the Preliminary Closing Statement and shall be provided copies of, and have access upon reasonable access notice at reasonable times during normal business hours of Buyer, to review the books, records and work papers (subject to the execution and supporting records of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent Buyer and its Representatives used in the preparation of the Preliminary Closing Statement) and their accountants used Statement solely for the purposes reasonably necessary or appropriate to verify or recalculate the information set forth in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver subject to Purchaser1 a statement setting forth the execution by such objectionsparties of customary confidentiality, including setting forth non-reliance or other agreements with such Persons (if requested). Notwithstanding anything in reasonable detail based on this Agreement to the information that has been made available contrary, Buyer may elect in its sole discretion to Seller by Purchasers pursuant to Seller’s request exclude any Uncollected Accounts Receivable from the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected Working Capital Determination and any resulting payments due and payable pursuant to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's Section 2.4 of this Agreement (if any). (b) Following receipt of the Preliminary Closing Statement, if the Seller has any objections to such document as prepared by Buyer, the Seller shall deliver written notice to Buyer of such dispute within forty-five (45) days after the date of such receipt thereof, identifying in reasonable detail the disputed items, the estimated amounts of the disputed items if then reasonably determinable and the Seller’s proposed calculation, in accordance with the Accounting Principles, of the (i) Preliminary Working Capital Determination, (ii) Preliminary Cash Determination, (iii) Preliminary Transaction Expenses Determination, and (iv) Preliminary Debt Determination (the “Dispute Notice”). In the event that the Seller does not deliver a Dispute Notice within such 45-day period, the Preliminary Closing Statement Working Capital Determination, Preliminary Cash Determination, Preliminary Transaction Expenses Determination and Preliminary Debt Determination set forth therein shall be finalfinal and binding as the “Closing Date Working Capital,” “Closing Date Cash,” “Closing Date Transaction Expenses,” and “Closing Date Debt,” respectively, binding and non-appealable for purposes of this Agreement. In the event such Dispute Notice is timely delivered by Seller in accordance with the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of foregoing, the Preliminary Closing Statement, Seller and Purchaser1 Buyer shall negotiate in good faith to resolve such dispute. If Buyer and the objections set forth in the Objections Statement and if they do not reach a final resolution of all Seller, notwithstanding such objections good faith efforts, fail to resolve such dispute within 30 thirty (30) days after Seller's delivery of the Objections Statement to Purchaser1Dispute Notice, then Buyer and the Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing jointly engage a mutually agreed upon independent accounting firm ("Disputed Items"the “Arbitrator”) to Xxxxx Xxxxxxxx or conduct a special review of any matters identified in the Dispute Notice that remain in dispute following such other dispute resolution firm mutually acceptable 30-day period. Buyer and Seller will execute any agreement reasonably required by the Arbitrator for its engagement hereunder. As promptly as practicable following the Arbitrator’s engagement, Buyer and the Seller shall each prepare and submit a written presentation to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting PrinciplesArbitrator with respect to any such disputed matters, and following the delivery of such presentations, Buyer and the Seller may each submit a written submissions of Seller response to the other party’s presentation. Buyer and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall jointly instruct the Arbitrator to complete its special review as promptly provide their written submissions regarding as reasonably practicable, with such review to be completed no later than thirty (30) days after the Disputed Items in writing Arbitrator is requested to conduct such special review. Buyer and the Dispute Resolution Firm and to each other. The Dispute Resolution Firm Seller shall be instructed to render reasonably cooperate with the Arbitrator during the term of its determination engagement with respect to the Disputed Items completion of its review. Upon completion of such review, Buyer and Seller shall direct the Arbitrator to deliver written notice to the Seller and Buyer setting forth the Arbitrator’s resolution of such matters submitted to it for review and the resulting calculation of the Preliminary Working Capital Determination, Preliminary Cash Determination, Preliminary Transaction Expenses Determination and/or Preliminary Debt Determination, as soon as reasonably possible (which applicable, and such calculations shall be deemed finally determined for purposes of this Section 2.3 absent manifest error; provided, however, that each determination by the parties agree should Arbitrator of a dispute submitted to it with respect to a value claimed by the Seller or Buyer shall not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item (A) greater than the greatest value for such item submitted claimed by either party to Buyer or the Seller in the Preliminary Closing Statement or the Dispute Resolution Firm Notice, as applicable, or less (B) lower than the smallest lowest value for such item submitted claimed by either party to Buyer or the Seller in the Preliminary Closing Statement or the Dispute Resolution FirmNotice, as applicable. The Arbitrator’s role in completing such review shall be limited to resolving such objections and determining the correct calculations to be used with respect to only the disputed portions of the Dispute Resolution Firm may not award Notice submitted to it for review. In resolving such objections, the parties Arbitrator shall apply the provisions of this Agreement concerning determination of the amounts set forth in the aggregate more than Preliminary Closing Statement, and the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items Arbitrator shall be finalsolely based on (1) the written submissions of the Seller and Buyer (i.e., binding not by independent review) and non-appealable on (2) whether such item objected to was prepared in accordance with the parties heretoguidelines set forth in this Agreement concerning determination of the amounts set forth therein and whether the item objected to contains a mathematical or clerical error. The costs fees and expenses of the Dispute Resolution Firm Arbitrator hereunder shall be paid by SellerBuyer, on the one hand, and Purchasersthe Seller, on the other hand, based upon on the percentage which the portion of the Disputed Items contested amount not awarded to each party bears to the aggregate amount actually contested by or on behalf of Disputed Itemssuch party. For exampleNotwithstanding anything to the contrary herein, if Seller submits an Objections Statement for $1,000all discussions relating to the Dispute Notice and the Preliminary Closing Statement, and if Purchaser1 disputes only $500 any components thereof, shall be governed by Rule 408 of the amount claimed Federal Rules of Evidence and any applicable similar state rule, and evidence of such discussions shall not be admissible or used by Seller which any party hereto in any future Proceedings among the parties cannot mutually resolvehereto, including any Proceedings before or with the Arbitrator. (c) The Preliminary Working Capital Determination, Preliminary Cash Determination, Preliminary Transaction Expenses Determination and if Preliminary Debt Determination as agreed to in writing by Buyer and the Dispute Resolution Firm ultimately resolves Seller or as finally determined by the Disputed Items by awarding Seller $300 Arbitrator, as the case may be, shall be final and binding as the “Closing Date Working Capital,” “Closing Date Cash,” “Closing Date Transaction Expenses,” and “Closing Date Debt,” respectively, for purposes of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellerthis Agreement.

Purchase Price Adjustments. (a) By not later than 1.5.1 The Purchase Price will be adjusted as set forth below. 1.5.2 Within forty business days following the end of the fourth business day prior to the Closing DateClosing, Seller Buyer shall prepare and deliver to Purchasers a statement (the "Pre-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and Seller a schedule (the “Option Consideration Schedule”"CLOSING SCHEDULE") setting forth for each Optionholder the number of shares of common stock as of the Company subject to vested Options held by such Optionholder immediately prior to close of business on the day on which the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement Date occurs, which shall be prepared on the same basis and using accounting principles, practices and methods consistent with those used to prepare the Pro Forma Year End Balance Sheet and the Preliminary Schedule, which shall detail all of the assets, liabilities, income and expenses of the Acquired Companies along with a detailed calculation of the Closing Tangible Net Worth. 1.5.3 The Seller shall have twenty business days after the delivery by the Buyer to review the Closing Schedule. During this time, Buyer shall, upon request at least one business day in accordance with advance, allow Seller reasonable access to the definitions books and records of the Acquired Companies in order that Seller may review the Closing Schedule. In the event that the Seller determines that the Closing Schedule has not been determined on the basis set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing StatementSection 1.5.2 hereof, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached inform Buyer in writing ("Disputed ItemsSeller's Objection") ), setting forth a specific description of the basis of Seller's Objection and the adjustments to Xxxxx Xxxxxxxx the Closing Schedule which Seller believes should be made, on or before the last day of such other dispute resolution twenty business day period. Buyer shall then have ten business days following receipt thereof to review and respond in writing to Seller's Objection. If Buyer and Seller are unable to resolve all of their disagreements with respect to the determination of the Closing Schedule within seven business days following the completion of Buyer's review of Seller's Objection, they shall refer their remaining differences to KPMG or, if KPMG shall be unable or unwilling to so serve, another internationally recognized firm of independent public accountants as to which Buyer and Seller mutually acceptable to Seller and Purchaser1 agree (the "Dispute Resolution CPA Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not which shall determine on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items standard set forth in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination Section 1.5.2, only with respect to the Disputed Items as soon as reasonably possible (which remaining differences so submitted, solely whether the parties agree should not be later than 45 days following amounts on the date on which Closing Schedule or the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and amounts in Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate 's Objection are more than the amount in dispute. The decision reflective of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid calculation required by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by SellerSection 1.5.

Purchase Price Adjustments. (a) By not later than The Purchase Price shall be: (i) increased by the end of the fourth business day prior to the Closing Date, Seller shall deliver to Purchasers a statement (the "PrePost-Closing Statement"Adjustment Amount (if such amount is positive) setting forth or (ii) decreased by the Fully Diluted Shares, the IP Post-Closing Adjustment Amount (if such amount is negative). The Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject shall also be increased by any amount paid to vested Options held by such Optionholder immediately prior Sellers pursuant to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option ConsiderationSection 3.4. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days following the Closing Date, Purchasers shall prepare and deliver to Sellers a statement setting forth the Post-Closing Adjustment Amount (the “Post-Closing Adjustment Statement”), and such Post-Closing Adjustment Statement shall also set forth Purchasers’ calculation of the Post-Closing Adjustment Amount. Sellers shall cooperate as reasonably requested by Purchasers in connection with Purchasers’ preparation of the Post-Closing Adjustment Statement. Sellers shall have a period (the “Review Period”) of 60 days from the delivery of the Post-Closing Adjustment Statement to Sellers in order to review such Post-Closing Adjustment Statement and supporting documents. In connection therewith, from and after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants provide Sellers with reasonable access to review the books, all records and work papers (subject necessary to compute and verify the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Post- Closing Statement) and their accountants used in the preparation of the Preliminary Closing Adjustment Statement. Seller and its accountants may make inquiries If, as a result of such review, Sellers disagree with the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Post-Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Adjustment Statement, Seller Sellers shall deliver to Purchaser1 Purchasers a statement written notice of disagreement (a “Dispute Notice”) prior to the expiration of the Review Period setting forth the basis for such objectionsdispute, including setting the amounts in dispute and, if practicable, Seller’s alternative calculation of the Post-Closing Adjustment Amount. The Post-Closing Adjustment Amount set forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Adjustment Statement shall be final, binding final and non-appealable by binding: (i) If Sellers do not deliver a Dispute Notice to Purchasers prior to the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt expiration of the Preliminary Review Period (or they deliver a written notice accepting the Post-Closing Adjustment Statement). (ii) If Sellers deliver a Dispute Notice to Purchasers in a timely manner, Seller then Sellers and Purchaser1 Purchasers shall negotiate attempt in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections dispute within 30 days after Seller's delivery from the date of the Objections Statement to Purchaser1, Seller such Dispute Notice. If Sellers and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has Purchasers cannot been reached in writing reach agreement within such 30-day period ("Disputed Items") to Xxxxx Xxxxxxxx or such other longer period as they may mutually agree), then Sellers or Purchasers may elect to refer such dispute resolution to a nationally or regionally recognized certified public accounting firm mutually acceptable to Seller as may be jointly selected by Purchasers and Purchaser1 Sellers (the "Dispute Resolution Firm"“Neutral Accountant”). The Dispute Resolution Firm's determination parties agree to cooperate with one another in the engagement of the Neutral Accountant for such purposes. Each party shall thereupon furnish to the Neutral Accountant such reasonable work papers and other documents and information relating to the calculation of the Post-Closing Adjustment Statement as that party may desire or as the Neutral Accountant may request, and each party will be based solely on afforded the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing opportunity to present information to the Dispute Resolution Firm Neutral Accountant and to each other. The Dispute Resolution Firm shall be instructed to render its discuss the determination with respect to of the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications Post-Closing Adjustment Statement with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by SellerNeutral Accountant.

Purchase Price Adjustments. (a) By not Unless the Purchaser agrees that the Estimated Working Capital Surplus or the Estimated Working Capital Deficit applied at the Closing shall be final, which shall be conveyed in writing to the Member in writing no later than the end of the fourth business day prior to one hundred twenty (120) days following the Closing Date, Seller the Purchaser shall prepare and deliver to Purchasers the Member a statement (the "Pre-Closing “Working Capital Statement"”) setting forth the Fully Diluted Shares, Purchaser’s calculation of (a) the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior at the Closing, and (b) the Working Capital Surplus, if any, or the Working Capital Deficit, if any, with respect to the Closing and Company at the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000Closing. (b) Within 90 The Member shall have thirty (30) days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery following receipt of the Preliminary Closing Working Capital Statement during which to notify the Purchaser of any dispute of any item contained in the Working Capital Statement, Purchasers which notice shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting set forth in reasonable detail based on the information that has been made available basis for such dispute. (c) If the Member does not notify the Purchaser of any such dispute within such thirty (30)-day period, the Working Capital Statement shall be deemed to Seller by Purchasers pursuant to Seller’s request be the particulars of each objection (including for each component of the calculations objected to, Final Working Capital Statement and the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Working Capital Statement shall be finalfinal and binding on the Parties hereto for all purposes hereunder. (d) If the Member notifies the Purchaser of any such dispute within such thirty (30) day period, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 Parties shall negotiate cooperate in good faith to resolve the objections set forth in the Objections Statement any such dispute as promptly as possible, and if they do not reach a final resolution of all upon such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicableresolution, the definition of Applicable Accounting Principles, and Final Working Capital Statement shall be prepared. (e) If the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions Parties are unable to resolve any dispute regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolveWorking Capital Statement, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 Working Capital Statement reflects an adjustment of the $500 Estimated Working Capital Surplus or Estimated Working Capital Deficit in the Closing Date Financial Statement of Disputed Itemsless than ten percent (10%), then the costs Working Capital Statement shall be deemed the Final Working Capital Statement. However, if the Parties are unable to resolve any dispute regarding the Working Capital Statement, and expenses if the Working Capital Statement reflects an adjustment of the Dispute Resolution Firm will Estimated Working Capital Surplus or Estimated Working Capital Deficit in the Closing Date Financial Statement of ten percent (10%) or more, then any Working Capital Surplus or Working Capital Deficit in the Working Capital Statement shall be paid 60% finally determined by submission of such dispute to an independent accounting firm selected by the Purchaser and reasonable acceptable to the Member (i.e. 300/500the “Accounting Firm”). (f) Within five (5) Business Days following the determination of the Final Working Capital Statement in accordance with this Section 3.5, (a) to the extent there is a Working Capital Deficit the Member shall be obligated to pay the Purchaser in cash an amount equal to the Working Capital Deficit by Purchasers and 40% wire transfer of immediately available funds to an account designated by the Purchaser, or (i.e.b) to the extent there is a Working Capital Surplus the Purchaser shall pay to the Member in cash the amount equal to the Working Capital Surplus by wire transfer of immediately available funds to an account(s) designated by the Member. In the event of a Working Capital Deficit, 200/500) the Purchaser may at its discretion satisfy this obligation by Sellerrelease of such funds from the Holdback Amount.

Purchase Price Adjustments. The Purchase Price shall be adjusted as follows (without duplication): (a) By not later than if the end Income/Expense Balance is negative, upward by the absolute value of such amount; (b) if the Income/Expense Balance is positive, downward by such amount; (c) upward by an amount equal to the value of all Hydrocarbons attributable to the Assets in storage or existing in stock tanks, pipelines, plants and/or platforms (including inventory) as of the fourth business day Effective Time, the value to be based upon the Specified Gas Price and the Specified Oil Price, as applicable, less amounts payable as royalties, overriding royalties, and other burdens upon, measured by, or payable out of such production and severance taxes applicable to such production; (d) either (i) to the extent the Company is underproduced as of the Effective Time as shown with respect to the net Imbalances, upward, as complete and final settlement of all Imbalances using the Specified Gas Price and the Specified Oil Price, as applicable or (ii) to the extent the Company is overproduced as of the Effective Time as shown with respect to the net Imbalances, downward, as complete and final settlement of all Imbalances, using the Specified Gas Price and the Specified Oil Price, as applicable); (e) downward by an amount equal to all proceeds from sales of Hydrocarbons actually received by the Company during the Interim Period and payable to owners of working interests, royalties, overriding royalties and other burdens upon, measured by, or payable out of production that are held by the Company in suspense as of the Closing Date; (f) downward if Seller makes the election under Section 3.3(d)(i) with respect to a Title Defect, by the Title Defect Amount with respect to such Title Defect if the Title Defect Amount has been determined prior to Closing; (g) downward if Seller makes the election under Section 3.7(b)(i) with respect to an Environmental Defect, by the Remediation Amount with respect to such Environmental Defect if the Remediation Amount has been determined prior to Closing; (h) downward by an amount determined pursuant to Section 3.3(d)(iv) or Section 3.7(b)(iii) for any Asset excluded from the Assets pursuant to such Sections; (i) downward by an amount equal to the total interest accrued on the Deposit from the date the Deposit is received by Seller until the Closing Date, Seller shall deliver as described in Section 2.8(b); (j) downward by the price of any unawarded Leases set forth on Exhibit A related to Purchasers a statement (the "Pre-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth Lease Sale 205 that have not been paid for each Optionholder the number of shares of common stock of by the Company subject to vested Options held by such Optionholder immediately or Seller prior to the Closing and Effective Time; provided that the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement Parties agree that in no event shall Buyer be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access permitted to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith claim any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination Title Defect with respect to any failure to award such Leases; (k) upward by the Disputed Items Title Benefit Amounts as soon as reasonably possible (a result of any Title Benefits for which the parties agree should not be later than 45 days following the date on which the disagreement is referred Title Benefit Amount has been determined prior to Closing; and (l) upward by $8,000,000 reflecting costs attributable to the Dispute Resolution Firm)HI 166 (OCS-G 06200) #5 well, and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly whether incurred before or indirectly, in ex parte communications with after the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by SellerEffective Time.

Purchase Price Adjustments. (a) By not later than 2.3.1 The Bank Liabilities shall be adjusted to reflect the end actual liability on and as of the fourth business day prior to the Closing Date. 2.3.2 The Tax Liability is based upon (and shall include) Seller’s accountant’s estimate of taxable gain on the $15,161,627 Purchase Price as of a December 31, Seller shall deliver to Purchasers a statement 2004 Closing (the "Pre-Closing Statement") setting forth the Fully Diluted Sharesi.e., the IP actual Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"“grossed-up” to include all taxes on the transaction), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and such amount shall be adjusted to reflect the resulting calculation “estimate” as of the Estimated Purchase Priceactual Closing, and subject to verification by Buyer’s accountants and, to the extent necessary, there will be a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock final computation of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar precise amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers liability within thirty (subject to the execution of customary work paper access letters if requested30) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing DateClosing, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness based upon the “grossed-up” Purchase Price. The parties acknowledge and Transaction Expenses and agree that it is their intent that the resulting Final Purchase Price include all federal, state and local tax liabilities of any kind or nature incurred by Seller and/or its shareholders in connection with (and only in connection with) the "Preliminary Closing Statement")consummation of the transactions contemplated hereby. The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery computation of the Preliminary Closing StatementTax Liability to be reimbursed by Buyer hereunder shall not include any net operating or capital loss carry forward, Purchasers shall give inter-company transfers or payments which Seller and or its accountants reasonable access shareholders may possess with respect to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent any matter that is not directly related to the preparation transaction contemplated herein. Any dispute regarding computation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement tax liabilities will be deemed to have been accepted conclusively resolved by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually independent certified public accountant reasonably acceptable to Seller and Purchaser1 (Buyer and the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination fees charged by the certified public accountant will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted borne by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than proportion that the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items computation by such party’s accountant shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall proven to be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Itemsincorrect. For example, if Seller submits an Objections Statement for states that the tax reimbursement amount is $1,0003,400,000 and Buyer states it is $3,000,000 but the certified public accountant states that the amount is $3,300,000, Seller shall pay 25% of the certified public accountant fees and Buyer shall pay 75%; if the certified public accountant determined that the amount is $3,500,000, the entire fee shall be borne by Buyer. 2.3.3 Should the Closing occur prior to March 1, 2005, the Lease Termination Premium shall be increased as follows: by $50,000 to $1,300,000 if the Closing occurs on or after February 1, 2005 but before March 1, 2005, and by $100,000 to $1,350,000 if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolveClosing occurs on or after December 15, 2004 but before February 1, 2005, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will Purchase Price shall be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellerincreased accordingly.

Purchase Price Adjustments. (a) By not later than the end of the fourth business day prior to Within 90 days following the Closing Date, Seller Optio shall deliver to Purchasers prepare, at its sole expense, a statement balance sheet of Xxxxxxx as of the Closing Date (the "Pre-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working CapitalCLOSING BALANCE SHEET"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and related statements of income for the resulting calculation period then ended. The completion of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement Balance Sheet shall be prepared conducted in accordance with generally accepted accounting principles. The Closing Balance Sheet shall be used to determine the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers Book Value (subject to the execution of customary work paper access letters if requestedas defined below) of the Company Entities used in the preparation Xxxxxxx as of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated The Cash Payment shall be adjusted downward, on a dollar-for-dollar basis, to the extent that the Net Working Capital set forth in Book Value of Xxxxxxx on the Pre-Closing Statement Date is greater less than $13,000,0001,200,000. For purposes of this Agreement, then "NET BOOK VALUE" shall mean the Estimated Purchase Pricetotal assets of Xxxxxxx, including capitalized software, minus, without duplication, (i) the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal sums attributable to $13,000,000. (a) goodwill, (b) Within 90 days after intangible items such as unamortized debt discount and expense, patents, trade and service marks, copyrights, and research and development expenses, and (c) all reserves not already deducted from assets, and (ii) total liabilities (total liabilities shall include the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation amount of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared all obligations that should in accordance with generally accepted accounting principles be classified as liabilities on the definitions set forth in this Agreementbalance sheet of Xxxxxxx, including in any event, all indebtedness, contingent or otherwise). Promptly upon completion, Optio shall deliver the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject Balance Sheet to the execution of customary work paper access letters if requested) of Shareholders together with working papers. In the Company Entities, Purchasers (solely event that Optio and the Shareholders agree in writing as to the extent used in Closing Balance Sheet (after any mutually agreed modifications thereto are made), then such Closing Balance Sheet shall be final and binding upon the preparation parties hereto; PROVIDED, HOWEVER, that the determination of whether Optio and the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely Shareholders agree as to the extent related to Closing Balance Sheet shall be made no later than 30 days following the preparation of Shareholders' the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing StatementBalance Sheet. Any items contained In the event that the Shareholders and Optio cannot so agree in writing within 30 days following the Preliminary Closing Statement not objected to in Shareholders' the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing StatementBalance Sheet, the Preliminary Closing Statement then any items or issues in dispute shall be final, binding and non-appealable resolved in accordance with Section 8.7 below or by an accounting firm mutually agreed upon by the parties heretoParties. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt At the sole discretion of Optio, any amounts owed hereunder may be offset against the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by SellerPromissory Notes.

Purchase Price Adjustments. (a) By not later than the end of the fourth business day At least three Business Days prior to the Closing Date, the Seller shall prepare, or cause to be prepared, and deliver to Purchasers the Buyer a reasonably detailed statement (the "Pre-“Preliminary Closing Statement"”) setting forth a calculation of (i) a good-faith estimate of the Fully Diluted Shares, the IP Purchase Price and SellerTransferred Group's good faith estimates of (A) Net Working Capital ("the “Estimated Net Working Capital"”), Cash on Hand ("B) Indebtedness (the “Estimated Cash on Hand"Indebtedness”), Indebtedness ("C) Cash held by the members of the Transferred Group organized in the United States (the “Estimated Indebtedness"Cash”) and (D) the Seller Transaction Expenses ("the “Estimated Seller Transaction Expenses"”), each determined as of 12:01 a.m., Pacific time, on the Closing Date (and without giving effect to the transactions contemplated herein), based on the Transferred Group's books and records and other applicable information available with regard to such calculations and (ii) and on the resulting basis of the foregoing, a calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Estimated Net Working Capital, andEstimated Indebtedness, where applicable, the Estimated Cash and Estimated Seller Transaction Expenses shall be calculated in good faith on a basis consistent with Applicable Accounting Principles. Seller shall give Purchasers An illustrative example of a Preliminary Closing Statement and their accountants’ reasonable access to review calculation of Net Working Capital is set forth as Exhibit B (the books, records and work papers (subject “Sample Statement”). Prior to the execution of customary work paper access letters if requested) of Closing, the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding Buyer, each in good faith, shall seek to resolve any differences that they may have with respect to the Pre-computation of any of the items in the Preliminary Closing Statement and Seller and revise the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end calculation of the second business day Estimated Purchase Price accordingly; provided, that if the parties are unable to resolve all such differences prior to the Closing Date. If Closing, the amounts of the Estimated Net Working Capital set forth Capital, Estimated Indebtedness, Estimated Cash, and Estimated Seller Transaction Expenses as reflected in the Pre-Preliminary Closing Statement is greater than $13,000,000, then or as otherwise agreed to by the parties shall be used for purposes of calculating the Estimated Purchase Price, Price on the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000Closing Date. (b) Within 90 days after the Closing Date, Purchaser1 will deliver the Buyer shall (with the assistance and cooperation of the Seller, to the extent reasonably requested by the Buyer) cause to be prepared and delivered to the Seller a written statement setting (the “Final Closing Statement”) that shall include and set forth Purchasers' good faith a calculation in reasonable detail of the actual (i) Net Working Capital (“Closing Net Working Capital”), (ii) Indebtedness (“Closing Indebtedness”), (iii) Cash held by the members of the Transferred Group organized in the United States (“Closing Cash”) and (iv) Seller Transaction Expenses (“Closing Seller Transaction Expenses”), each determined as of the Closing Date (and without giving effect to the transactions contemplated herein). The Final Closing Statement shall be (i) prepared on a basis consistent with the Applicable Accounting Principles and (ii) based exclusively on the facts and circumstances as they exist prior to the Closing and shall exclude the effects of any event, act, change in circumstances or similar development arising or occurring on or after the Closing. To the extent any actions following the Closing with respect to the accounting books and records of the Transferred Group on which the Final Closing Statement and the foregoing calculations are to be based are not consistent with the Applicable Accounting Principles, such changes shall not be taken into account in preparing the Final Closing Statement or calculating amounts reflected thereon. (c) The Final Closing Statement shall become final and binding on the 30th day following delivery thereof, unless prior to the end of such period, the Seller delivers to the Buyer a written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Closing Net Working Capital, Closing Indebtedness, Closing Cash on Hand, Indebtedness and and/or Closing Seller Transaction Expenses and as set forth in the resulting Final Purchase Price (the "Preliminary Closing Statement". The Seller shall be deemed to have agreed with all items and amounts of Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Seller Transaction Expenses not specifically referenced as being in dispute in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.3(d). The Preliminary Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts of the Closing Net Working Capital, Closing Indebtedness, Closing Cash or Closing Seller Transaction Expenses as reflected on the Final Closing Statement shall be prepared not being calculated in accordance with the definitions set forth Applicable Accounting Principles. (d) During the 30 day period following delivery of a Notice of Disagreement by the Seller to the Buyer, the parties in this Agreement, including good faith shall seek to resolve in writing any differences that they may have with respect to the definition calculation of the Closing Net Working Capital, andClosing Indebtedness, where applicableClosing Cash and Closing Seller Transaction Expenses as specified therein (and all such discussions related thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule and evidence of such discussions shall not be admissible in any future proceedings between the parties). Any disputed items resolved in writing between the Seller and the Buyer within such 30 day period shall be final and binding with respect to such items, and if the Seller and the Buyer agree in writing on the resolution of each disputed item specified by the Seller in the Notice of Disagreement and the amount of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Seller Transaction Expenses, the amounts so determined shall be final and binding on the parties for all purposes hereunder. If the Seller and the Buyer have not resolved all such differences by the end of such 30 day period, the Seller and the Buyer shall submit within 5 Business Days of the end of such 30 day period, in writing, to an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Seller Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Seller Transaction Expenses. The Independent Accounting Firm shall be agreed in writing by the Seller and the Buyer, but shall not be Deloitte & Touche LLP. The Buyer and the Seller shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within 30 days following the submission thereof. The Independent Accounting Firm shall consider only those items and amounts in the Buyer's and the Seller's respective calculations of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Seller Transaction Expenses that are identified as being items and amounts to which the Buyer and the Seller have been unable to agree. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to correcting mathematical errors and determining whether the items and amounts in dispute were determined in accordance with the Applicable Accounting Principles. After delivery of Principles and the Preliminary Closing StatementIndependent Accounting Firm is not to make any other determination, Purchasers shall give Seller and its accountants reasonable access including any determination as to review whether the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding Target Net Working Capital is sufficient or whether the Preliminary Closing Statement and Purchasers and was delivered in accordance with the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiriesterms of this Section 2.3. If Seller has In resolving any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected todisputed item, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement Independent Accounting Firm shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's base its determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of the Buyer and the Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall may not assign a value to any Disputed Item item greater than the greatest value for such item submitted claimed by either party to the Dispute Resolution Firm or less than the smallest value for such item claimed by either party. The Independent Accounting Firm's determination of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Seller Transaction Expenses shall be based solely on written materials submitted by either party the Buyer and the Seller (i.e., not on independent review). The determination of the Independent Accounting Firm shall be conclusive and binding upon the parties hereto and shall not be subject to appeal or further review. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 10.9. In acting under this Agreement, the Independent Accounting Firm will be entitled to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision privileges and immunities of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. an arbitrator. (e) The costs of any dispute resolution pursuant to this Section 2.3, including the fees and expenses of the Dispute Resolution Independent Accounting Firm and of any enforcement of the determination thereof, shall be paid borne by the Seller and the Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party. (f) The Buyer and the Seller will, and will cause the Transferred Group (in the case of the Seller, on prior to the one handClosing and, in the case of the Buyer, during the period from and Purchasers, on after the date of delivery of the Final Closing Statement through the resolution of any adjustment to the Purchase Price contemplated by this Section 2.3) to afford the other handparty and its Representatives reasonable access, based during normal business hours and upon reasonable prior notice, to the percentage which the portion personnel, properties, books and records of the Disputed Items Transferred Group and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.3. Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculations specified in this Section 2.3; provided that such accountants shall not awarded be obligated to make any work papers available except in accordance with such accountants' disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance acceptable to such accountants. (g) The Purchase Price shall be adjusted, upwards or downwards, as follows: (i) For the purposes of this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to (A) the Closing Net Working Capital as finally determined pursuant to this Section 2.3 minus the Estimated Net Working Capital, plus (B) the Estimated Indebtedness minus the Closing Indebtedness as finally determined pursuant to this Section 2.3, plus (C) the Closing Cash as finally determined pursuant to this Section 2.3 minus the Estimated Cash, plus (D) the Estimated Seller Transaction Expenses minus the Closing Seller Transaction Expenses, each party bears as finally determined pursuant to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Seller.this Section 2.3;

Purchase Price Adjustments. 4.3.1. Within ninety (a90) By not later than the end of the fourth business day prior to the Closing Date, Seller shall deliver to Purchasers a statement (the "Pre-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000. (b) Within 90 days after the Closing Date, Purchaser1 will Purchaser shall prepare or cause its accountants to prepare, at Purchaser’s expense, and deliver to Seller Company a statement setting forth Purchasers' of the Net Working Capital as of the Closing Date prepared in good faith calculation in accordance with GAAP, except for the absence of Net footnotes and subject to the Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price Capital Principles (the "Preliminary “Final Closing Statement"”). The Preliminary Purchaser or Purchaser’s accountants, as applicable, shall permit Company’s accountants, subject to the execution by Sellers and/or Company’s accountants reasonable access (during normal business hours), at the earliest practicable date to review and make copies of all work papers, schedules and calculations used in the preparation thereof. 4.3.2. When Purchaser delivers the Final Closing Statement, Purchaser shall also deliver to Company a certificate (i) certifying that the Final Closing Statement shall be was prepared in accordance with the definitions procedures set forth in this AgreementSection 4.3.1 above, including and (ii) containing Purchaser’s calculations (setting forth such calculations in reasonable detail) based on the definition Final Closing Statement (the “Purchaser’s Proposed Calculations”) of the Net Working Capital as of the Closing Date (the “Closing Date Net Working Capital”). Within sixty (60) days after receipt of the Final Closing Statement and the accompanying certificate, Company shall notify Purchaser of its agreement or disagreement, as the case may be, with the Final Closing Statement and the accuracy of any of Purchaser’s Proposed Calculations. If Company disputes any aspect of the Final Closing Statement or the amount of any of Purchaser’s Proposed Calculations, then Company shall have the right to direct its independent accountants, at Company’s expense, to review and test the Final Closing Statement. Company’s accountants shall complete their review and test of the Final Closing Statement within thirty (30) days after the date Company sends written notice of dispute of Purchaser’s Proposed Calculations (the “Dispute Notice”). If Company and its independent accountants, after such review and test, still disagree with Purchaser’s Proposed Calculations, Company shall submit its proposed alternative calculations (the “Company’s Proposed Calculations”) of Closing Date Net Working Capital to Purchaser in writing within sixty (60) days after the date the Company sent the Dispute Notice. If Purchaser does not accept Company’s Proposed Calculations within fifteen (15) days after its receipt thereof, then within fifteen (15) days after Purchaser’s rejection of (or failure to timely accept within such fifteen (15)-day period) Company’s Proposed Calculations, Company and Purchaser shall select a mutually acceptable and nationally recognized independent accounting firm, other than Company’s independent accountants and Purchaser’s independent accountants (such firm, the “Independent Accounting Firm”), to resolve the remaining disputed items (the “Remaining Disputed Items”), within thirty (30) days after the date of Purchaser’s rejection of (or failure to timely accept within such fifteen (15)-day period) Company’s Proposed Calculations of the Remaining Disputed Items, by conducting its own review and test of the Final Closing Statement and thereafter selecting either Purchaser’s Proposed Calculations of the Remaining Disputed Items or Company’s Proposed Calculations of the Remaining Disputed Items or an amount in between the two. Prior to the selection of the Independent Accounting Firm, each of the parties hereto shall disclose to the other parties any and all affiliations or significant relationships it may have with any accounting firm that is proposed as the Independent Accounting Firm hereunder. Purchaser and Company agree that they shall be bound by the determination of the Remaining Disputed Items by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be paid jointly, one-half by Purchaser and one-half by Sellers; provided, however, that if the difference between the Final Adjustment and the Final Adjustment that would have resulted from the use of the proposed calculations of one of the parties hereto (the “Erroneous Party”) is more than twice as great as the difference between the Final Adjustment and the Final Adjustment that would have resulted from the use of the other party’s proposed calculations, the Erroneous Party shall pay all of the fees and expenses of the Independent Accounting Firm. 4.3.3. Upon the determination pursuant to Section 4.3.2 of the Final Closing Statement and the Closing Date Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of Closing Payment Amount shall be recalculated (the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested“Final Adjustment”) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, accordance with Section 4.3.2 using the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by SellerDate Net Working Capital. If an Objections Statement the Closing Date Net Working Capital as so calculated is not delivered to Purchaser1 within 45 days after Seller's receipt of less than the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Target Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller Company shall promptly provide their written submissions regarding the Disputed Items in writing pay to the Dispute Resolution Firm and Purchaser an aggregate amount equal to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible such difference by wire transfer or delivery of other immediately available US funds within five (which the parties agree should not be later than 45 days following 5) Business Days after the date on which the disagreement Final Closing Statement is referred finally determined pursuant to Section 4.3.2; provided that Purchaser may also seek recovery from funds then available in the Working Capital Escrow Amount pursuant to the Dispute Resolution Firm), Escrow Agreement or by offset against any Earnout Amounts payable under this Agreement or by other available remedies. If the Closing Date Net Working Capital as so calculated is more than the Target Net Working Capital such excess amount will be disregarded and shall not be payable to send copies of such written determination to Purchaser1 and Sellerthe Company. No hearing The Working Capital Escrow Amount shall be held by the Escrow Agent until such time as the Final Adjustment has been determined and no discovery the Escrow Agent has received written confirmation from both the Company and the Purchaser that all purchase price adjustments required under this Section 4.3 have been fully resolved between the Company and Purchaser. 4.3.4. Purchaser and Company shall make good faith efforts to comply with the timing and response requirements set forth in this Section 4.3, but, in the absence of bad faith, neither party shall be permitted. No party shall engagedeemed to be in breach of this Agreement, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Sellerhave waived its rights under this Section 4.3, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion basis of the Disputed Items not awarded to each party bears to the aggregate amount technical violations of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellertiming or response requirements.

Purchase Price Adjustments. (a) By not later than At least three (3) business days prior to the end Closing, the Company and the Buyer shall finalize an Estimated Balance Sheet. The Closing Payment to be paid at the Closing shall be reduced by the following amounts, if any, as set forth on the Estimated Balance Sheet: (i) the amount of any Indebtedness for Borrowed Money and (ii) the amount of any Non-Ordinary Course Liabilities. The Closing Payment to be paid at Closing shall also be reduced by the amount of the fourth Estimated Working Capital Deficit, if any, or increased by the amount of the Estimated Working Capital Surplus, if any. Such adjustments shall be referred to herein collectively as the “Estimated Adjustment.” The Estimated Adjustment shall be determined without regard to the limitations set forth in Sections 9.4 and 9.5 hereof. (b) At least two (2) business day days prior to the Closing, the Parties shall agree upon a flow of funds memorandum which shall set forth all payments required to be made by or on behalf of all Parties at the Closing, including for each such payment an identification of the payor, the payee, the amount and the wire transfer information. (c) Within ninety (90) days following the Closing Date, Seller the Buyer shall deliver to Purchasers furnish the Sellers’ Representative with a statement (the "Pre-Closing Statement") setting Balance Sheet, which shall set forth the Fully Diluted SharesIndebtedness for Borrowed Money, the IP Purchase Price Non-Ordinary Course Liabilities and Seller's good faith estimates of Net Working Capital ("Estimated Net the Closing Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule based upon the Closing Balance Sheet setting forth any adjustments to the Estimated Adjustment (collectively, the “Option Consideration ScheduleClosing Adjustment”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration). The Pre-Closing Statement Sellers’ Representative shall be prepared in accordance with assist the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used Buyer in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and Balance Sheet if reasonably requested by the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000Buyer. (bd) Within 90 The Sellers’ Representative shall have a period of twenty (20) days after receipt of the Closing Balance Sheet to notify the Buyer of its election to accept or reject the Closing Balance Sheet. In the case of a rejection, such notice must contain the reasons for such rejection in reasonable detail and must set forth the amount of the requested adjustment. In the event no notice is received by the Buyer during such twenty (20) day period, the Closing Balance Sheet and any required adjustments resulting therefrom shall be deemed accepted by the Sellers’ Representative and final and binding on the Parties hereto. In the event that the Sellers’ Representative shall timely reject the Closing Balance Sheet, the Buyer and the Sellers’ Representative shall promptly (and in any event within thirty (30) days following the date upon which the Sellers’ Representative shall reject the Closing Balance Sheet), attempt to make a joint determination of the Closing Adjustment and such determination and any required adjustments resulting therefrom shall be final and binding on the Parties hereto. (e) In the event the Sellers’ Representative and the Buyer shall be unable to agree upon a joint determination of the Closing Adjustment within one hundred forty (140) days from the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capitalthen within one hundred fifty (150) days from the Closing Date, Cash on Hand, Indebtedness and Transaction Expenses the Buyer and the resulting Final Purchase Price (Sellers’ Representative shall submit the "Preliminary Closing Statement")dispute to the Accounting Firm. The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers Buyer and the Company shall, and Sellers’ Representative shall cause request that the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect prior to the Disputed Items as soon as reasonably possible expiration of two hundred ten (which 210) days from the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), Closing Date and to send copies of such written determination to Purchaser1 and Seller. No hearing any required adjustments resulting therefrom shall be held final and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with binding on all the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties Parties hereto. The costs fees and expenses of the Dispute Resolution Accounting Firm shall be allocated to be paid by Sellerthe Buyer and/or the Sellers, on the one hand, and Purchasers, on the other handrespectively, based upon the percentage which the portion of the Disputed Items contested amount not awarded to each party bears to the aggregate amount actually contested by such party, as determined by the Accounting Firm. (f) If the Closing Adjustment as finally determined in accordance with the provisions of Disputed Itemsthis Section 1.4 is in the Buyer’s favor, the amount thereof shall be paid as an adjustment to the Purchase Price by the Sellers to the Buyer by wire transfer in immediately available funds within seven (7) days after such determination. For exampleIf the Closing Adjustment as finally determined in accordance with the provisions of this Section 1.4 is in the Shareholders’ favor, if Seller submits the amount thereof shall be paid as an Objections Statement for $1,000adjustment to the Purchase Price by the Buyer to the Shareholders by wire transfer in immediately available funds within seven (7) days after such determination. If either Party does not so pay to the other Party by the due date, such amounts shall be deemed Damages under Article IX hereof, which shall be paid in full without regard to the limitations set forth in Sections 9.4 and 9.5 hereof. (g) The Buyer shall make the work papers and back-up materials used in preparing the Closing Balance Sheet and Closing Adjustment, and if Purchaser1 disputes only $500 the books, records, and financial staff of the amount claimed Company, available to the Sellers’ Representative and his accountants and other representatives at reasonable times and upon reasonable notice at any time during (i) the review by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 Sellers’ Representative of the $500 Closing Balance Sheet and Closing Adjustment for purposes of Disputed Itemssuch review and (ii) the resolution by the Parties of any objections thereto for purposes of such resolution; provided, then that no such access shall unreasonably interfere with the costs and expenses operations or business of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by SellerBuyer or its Affiliates or their respective Representatives.

Purchase Price Adjustments. (a) By not later than the end Seller has delivered to Buyer (i) a certificate of the fourth business day prior to the Closing Date, Seller shall deliver to Purchasers a statement KCC’s Chief Financial Officer (the "Pre-Closing Statement"“Estimated Purchase Price Adjustment Certificate”) setting forth the Fully Diluted SharesEstimated Shareholder Equity and (ii) a pro forma consolidated balance sheet of the Acquired Companies as of the Closing Date (the “Estimated Closing Balance Sheet”), the IP Purchase Price and which balance sheet sets forth Seller's ’s good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation each of the Estimated Purchase Price, items presented thereon and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be has been prepared in accordance with GAAP applied on a basis consistent with KCC’s past practices and fairly presents the definitions set forth in this Agreement, including the definition consolidated financial position as of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date; provided, however, that the Shareholder Equity Exclusions have not been included therein. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then Buyer has reviewed and accepted the Estimated Purchase PricePrice Adjustment Certificate and Estimated Closing Balance Sheet for purposes of Closing, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal without waiving its rights pursuant to $13,000,000this Section 2.4. (b) Within five Business Days of Buyer’s receipt of the audited consolidated financial statements of KCC as of the Closing Date (but in any event no later than 90 days after the Closing DateClosing), Purchaser1 will Buyer shall deliver to Seller a statement certificate setting forth Purchasers' good faith calculation of Net forth, in reasonable detail, (i) the Shareholder Equity and (ii) the Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and in each case as of the resulting Final Closing Date (the “Closing Purchase Price Adjustment Certificate”), together with an audited consolidated balance sheet of KCC as of the Closing Date (the "Preliminary “Closing Statement"Balance Sheet”). The Preliminary Closing Statement , which shall be prepared by McGladrey (which firm shall be engaged by Buyer for such purpose), at the expense of Seller, in accordance with GAAP applied on a basis consistent with the definitions set forth in this AgreementEstimated Purchase Price Adjustment Certificate and the Estimated Closing Balance Sheet, including respectively, and shall fairly present the definition consolidated financial position of Net Working CapitalKCC as of the Closing Date, as adjusted to exclude the Shareholder Equity Exclusions and, where applicablewithout duplication, any asset transferred out of the Applicable Accounting PrinciplesAcquired Companies prior to Closing. After The Closing Purchase Price Adjustment Certificate and the Closing Balance Sheet shall be substantially in the forms of the Estimated Purchase Price Adjustment Certificate and the Estimated Closing Balance Sheet, respectively, and shall be prepared using the same principles, policies, procedures and methodologies that were used in preparing the Estimated Purchase Price Adjustment Certificate and the Estimated Closing Balance Sheet, respectively. (c) Seller shall have 30 days from the date on which the Closing Balance Sheet and Closing Purchase Price Adjustment Certificate have been delivered to Seller to raise any objection(s) to the Closing Purchase Price Adjustment Certificate or the Closing Balance Sheet, by delivery of written notice to Buyer setting forth such objection(s) in reasonable detail (the Preliminary Closing Statement, Purchasers shall “Disputed Items”). Buyer will direct and use its reasonable efforts to cause McGladrey to give Seller and its accountants reasonable access to review the books, records and McGladrey’s work papers (subject for the purpose of verifying the Closing Balance Sheet. In the event that Seller shall not deliver any such objection(s) with respect to the execution Closing Purchase Price Adjustment Certificate or the Closing Balance Sheet within such 30-day period, then the Closing Purchase Price Adjustment Certificate shall be deemed final for purposes of customary work paper access letters if requestedthis Section 2.4 (such final Closing Purchase Price Adjustment Certificate, the “Final Purchase Price Adjustment Certificate”). In the event that any such objection(s) of are so delivered, the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shallPurchase Price Adjustment Certificate shall be deemed not final, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees Buyer and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objectionsattempt, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith faith, to resolve the objections set forth in the Objections Statement and Disputed Items and, if they do not reach a final resolution are unable to resolve all of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing within 15 Business Days of delivery of such notice, shall, five Business Days thereafter (or such earlier date as mutually agreed), submit the Disputed Items to the Dispute Resolution Firm and to each otherChicago office of Xxxxx Xxxxxxxx LLP (the “Accountant Arbitrator”) for resolution. The Dispute Resolution Firm Accountant Arbitrator shall resolve all remaining Disputed Items in accordance herewith within 20 Business Days from the date of submission. In connection with the foregoing, the Accountant Arbitrator shall be instructed to render and must (i) limit its determination with respect determination(s) only to the remaining Disputed Items Items, (ii) make its determination(s) as soon to each remaining Disputed Item based upon the application of GAAP and as reasonably possible required by this Section 2.4 and (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall iii) not assign a value to any remaining Disputed Item greater than the greatest higher value for such item submitted Disputed Item claimed by either party to the Dispute Resolution Firm Buyer or Seller or less than the smallest lower value for such item submitted Disputed Item claimed by either party to Buyer or Seller. All determinations by the Dispute Resolution FirmAccountant Arbitrator shall be final and binding upon the parties for purposes of this Section 2.4 absent fraud or manifest error. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs fees and expenses of the Dispute Resolution Firm Accountant Arbitrator shall be paid by Sellerallocated between Buyer, on the one hand, and PurchasersSeller, on the other hand, based upon the percentage extent to which each party prevailed, as determined by the portion Accountant Arbitrator. Buyer and Seller acknowledge and agree that any adjustment made under this Section 2.4(c) is and shall be treated as an adjustment to the Purchase Price for income tax purposes. The terms “Final Shareholder Equity” and “Final Working Capital” shall mean, respectively, the definitive Shareholder Equity and Working Capital as of the Disputed Items not awarded Closing Date agreed to each party bears (or deemed to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500agreed to) by Purchasers Buyer and 40% Seller in accordance with this Section 2.4(c) or resulting from the determinations made by the Accountant Arbitrator in accordance with this Section 2.4(c) (i.e., 200/500) in addition to those items theretofore agreed to by Buyer and Seller).

Purchase Price Adjustments. (20) Seller and Purchaser hereby agree that the Interest Purchase Price shall be (i) increased (or decreased if the amount in clause (a)(i) hereof is a negative number) by an amount equal to the product of (a) By not the excess of Working Capital stated in the Pre-Closing Balance Sheet (the “Pre-Closing Working Capital”), which is attached hereto as Exhibit I, over the Target Working Capital Amount, and (b) forty-five percent (45%), and (ii) decreased by an amount equal to the product of (a) the Company Debt as of the Closing Date, and (b) forty-five percent (45%). To the extent within the possession of Seller, Purchaser shall be provided with copies of, or access to, all books, records, employees and other materials and matters of the Company and the Property as Purchaser determines is reasonably necessary for its review of the Pre-Closing Balance Sheet. (21) As soon as reasonably practicable following the Closing Date, but in no event later than September 30, 2004, (i) Purchaser shall use reasonable efforts to cause the Company to prepare and deliver to Seller the Closing Balance Sheet and (ii) Purchaser shall prepare and deliver to Seller a calculation of Working Capital of the Company as of December 31, 2003 (“Closing Date Working Capital”). The Closing Balance Sheet shall (i) be prepared on a basis consistent with the Reference Balance Sheet, and (ii) reflect accounting entries determined in accordance with GAAP. Seller and Purchaser each shall bear its own expenses in the review of the Closing Balance Sheet. To the extent same is within the possession of Purchaser, Purchaser shall provide Seller with such access to the books, records, employees and other matters of the Company as Seller determines is reasonably necessary for its review of the Closing Balance Sheet. (22) Upon delivery of the Closing Balance Sheet, Purchaser will provide Seller reasonable access to any of Purchaser’s records not otherwise available to Seller as a result of the transactions contemplated by this Agreement, to the extent reasonably related solely to Seller’s evaluation of the Closing Balance Sheet and the calculation of Closing Date Working Capital. If Seller shall disagree with the calculation of Closing Date Working Capital or any element of the Closing Balance Sheet relevant thereto, it shall, within thirty (30) Business Days after its receipt of the Closing Balance Sheet, notify Purchaser of such disagreement in writing, setting forth in detail the particulars of such disagreement. In the event that Seller does not provide such notice of disagreement within such thirty (30) Business Day period, Seller shall be deemed to have accepted the Closing Balance Sheet and the calculation of the Closing Date Working Capital delivered by Purchaser, which shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by Seller . In the event any such notice of disagreement is timely provided, Purchaser and Seller, in conjunction with their respective independent accounting firms, shall use reasonable best efforts for a period of ten (10) Business Days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of Closing Date Working Capital. If, at the end of such period, they are unable to resolve such disagreements, then Seller and Purchaser agree that Ernst & Young LLP (the fourth business day “Auditor”) shall be empowered to resolve any remaining disagreements. Purchaser and Seller agree to use commercially reasonable efforts to cause the Auditor to determine as promptly as practicable whether the Closing Balance Sheet was prepared in accordance with the standards set forth in this Agreement and, only with respect to the disagreements submitted to the Auditor, whether and to what extent (if any) Closing Date Working Capital requires adjustment. Purchaser and Seller agree to use commercially reasonable efforts to cause the Auditor to promptly deliver to Purchaser and Seller its determination in writing, which determination shall be made subject to the definitions and principles set forth in this Agreement, and shall be (i) consistent with either the position of Seller or Purchaser or (ii) between the positions of Seller and Purchaser. The fees and expenses of the Auditor shall be paid one-half by Purchaser and one-half by Seller. The determination of the Auditor shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by Purchaser or Seller under any provision hereof. The date on which Closing Date Working Capital is finally determined in accordance with this Section 4.3(c) is hereinafter referred to as the “Determination Date.” (23) Subject to subsections (e) and (f) below, in the event that Closing Date Working Capital, as finally determined pursuant to Section 4.3(c) above, exceeds the Pre-Closing Working Capital, then Purchaser shall pay to Seller an amount equal to 45% of the amount by which Closing Date Working Capital, as finally determined, exceeds the Pre-Closing Working Capital. Subject to subsections (e) and (f) below, in the event that the Pre-Closing Working Capital exceeds the Closing Date Working Capital, as finally determined pursuant to Section 4.3(c) above, then Seller shall pay to Purchaser an amount equal to 45% of the amount by which the Pre-Closing Working Capital exceeds the Closing Date Working Capital, as finally determined. All payments under this subsection (d) shall be made within seven (7) Business Days of the Determination Date and shall be paid in cash by wire transfer of immediately available funds. (24) Legal fees incurred on or prior to the Closing Date, Seller and fees payable by the Company to Ernst & Young in connection with the E&P Dividend and the examination of the REIT consequences of certain relationships between the Company and RGI and certain parties related to RGI, that are chargeable to the Company on account of the transactions contemplated by this Agreement, whether billed to the Company or charged through to the Company by RGI, and which fees are presently estimated to be $350,000, shall deliver to Purchasers a statement be: (the "Pre-i) excluded from Current Liabilities for all purposes of Section 4.3 (except as provided in subparagraph (ii) hereof) and (ii) shall be included in Current Liabilities for purposes of Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Date Working Capital under Section 4.3(d) hereof. ("Estimated Net Working Capital"25) Any increase required under GAAP in Income Taxes Payable (as shown on the Reference Balance Sheet) by the Company at December 31, 2003 in excess of $1,500,000, that is attributable to calendar year 2003 taxable income and that is not offset by a debit to Deferred Income Taxes (as shown on the Reference Balance Sheet), Cash on Hand shall be considered a Current Liability for purposes of Closing Date Working Capital under Section 4.3(d) hereof in the same manner as the fees in subsection ("Estimated Cash on Hand")e) above. Except as provided herein, Indebtedness Income Taxes Payable shall not be included in the Working Capital adjustment provided for in Section 4.3 hereof. ("Estimated Indebtedness"26) and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject All adjustments pursuant to vested Options held by such Optionholder immediately prior to this Section 4.3 shall be made as if the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be prepared had occurred on December 31, 2003 in accordance with the definitions Balance Sheet of the Company as of such date. Any amounts payable under this Section 4.3 shall accrue interest thereon at a rate equal to five percent (5%) per annum from the date that is 30 days after same is payable until the date such amounts are paid in full. Seller and Purchaser agree that the amounts payable under this Section 4.3 shall not be subject to the limitations set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000Section 7.6 hereof. (b) Within 90 days after the Closing Date, Purchaser1 will deliver to Seller a statement setting forth Purchasers' good faith calculation of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and the resulting Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, and, where applicable, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses set forth in this Agreement, including, where applicable, the definition of Applicable Accounting Principles, and the written submissions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Seller.

Purchase Price Adjustments. (a) By not later than the end of the fourth business day At least five (5) Business Days prior to the anticipated Closing Date, Seller the Company shall prepare, or cause to be prepared, and deliver to Purchasers the Buyer a statement (the "Pre-“Preliminary Closing Statement"”) setting forth (i) an estimated unaudited consolidated balance sheet of the Fully Diluted SharesCompany and its Subsidiaries as of the Reference Time, (ii) a good-faith estimate of (A) the IP Purchase Price and Seller's good faith estimates of Company’s Net Working Capital ("the “Estimated Net Working Capital"”), Cash on Hand ("B) the sum of the Company’s Indebtedness plus the Indebtedness secured by the Existing Mortgages (the “Estimated Cash on Hand"Indebtedness”), Indebtedness ("C) the Company’s Cash (the “Estimated Indebtedness"Cash”), (D) and the Company Transaction Expenses ("the “Estimated Company Transaction Expenses"”), and (E) the Real Estate Prorations (the “Estimated Real Estate Prorations”), each determined as of the Reference Time in accordance with this Agreement, based on the Company’s books and records and other information available at the resulting Closing, and (iii) on the basis of the foregoing, a calculation of the Estimated Net Purchase PricePrice Amount and the Closing Payment, together with reasonably detailed supporting evidence of the calculation of the amounts reflected in the Preliminary Closing Statement. Estimated Net Working Capital, Estimated Indebtedness, Estimated Cash, Estimated Company Transaction Expenses, and Estimated Real Estate Prorations shall be calculated on a schedule (basis consistent with GAAP applied consistently with the “Option Consideration Schedule”Company’s historical accounting practices utilized in the preparation of the Financial Statements and the accounting principles, practices, assumptions, conventions, and policies set forth on Section 1.3(a)(iii) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to Disclosure Letter (collectively, the Closing and the dollar amount “Applicable Accounting Principles”). An illustrative example of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-a Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition and calculation of Net Working Capital, andIndebtedness, where applicableCash, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the booksCompany Transaction Expenses, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital Real Estate Prorations is set forth in as Exhibit A (the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Net Working Capital was equal to $13,000,000“Sample Statement”). (b) Within 90 As promptly as practicable but in any event within sixty (60) days after the Closing Date, Purchaser1 will deliver the Buyer shall cause to Seller be prepared and delivered to the BF Trust a statement (the “Final Closing Statement”) setting forth Purchasers' (i) an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Reference Time (the “Closing Balance Sheet”), and (ii) a good faith calculation in reasonable detail of (A) the Company’s actual Net Working Capital (“Closing Net Working Capital”), (B) the sum of the Company’s actual Indebtedness plus the actual Indebtedness secured by the Existing Mortgages (“Closing Indebtedness”), (C) the Company’s actual Cash on Hand(“Closing Cash”), Indebtedness and (D) the actual Company Transaction Expenses (“Closing Company Transaction Expenses”), and (E) the resulting actual Real Estate Prorations (“Closing Real Estate Prorations”), each determined as of the Reference Time in accordance with this Agreement, together with reasonably detailed supporting evidence of the calculation of the amounts reflected in the Final Purchase Price (the "Preliminary Closing Statement"). The Preliminary Final Closing Statement shall be prepared on a basis consistent with the Sample Statement and the Applicable Accounting Principles and will take into account only the line items reflected on the Sample Statement. The parties hereto agree that the purpose of preparing the Closing Balance Sheet and determining Closing Net Working Capital, Closing Indebtedness, Closing Cash, Closing Company Transaction Expenses, Closing Real Estate Prorations, and the Net Adjustment Amount (as defined in Section 1.3(g)), is to measure the amount of Closing Net Working Capital, Closing Indebtedness, Closing Cash, Closing Company Transaction Expenses, Closing Real Estate Prorations, and the Net Adjustment Amount as of the Reference Time in accordance with this Agreement, and such processes are not intended to permit the introduction of different or additional judgments, accounting methods (including with respect to accruals and reserves), policies, principles, practices, procedures, classifications, or estimation methodologies for the purpose of preparing the Closing Balance Sheet or determining Closing Net Working Capital, Closing Indebtedness, Closing Cash, Closing Company Transaction Expenses, Closing Real Estate Prorations, and the Net Adjustment Amount. The Final Closing Statement shall entirely disregard (i) any and all effects on the Company and its Subsidiaries (including the assets and liabilities of the Company and its Subsidiaries) as a result of the transactions contemplated hereby or any financing or refinancing arrangements entered into at any time by the Buyer or its Affiliates or any other transaction entered into by the Buyer or its Affiliates in connection with the consummation of the transactions contemplated hereby, and (ii) any of the plans, transactions, fundings, payments, or changes that the Buyer or its Affiliates initiates or makes or causes to be initiated or made after the Closing with respect to the Company and its Subsidiaries or their respective businesses or assets, or any facts or circumstances that are unique or particular to the Buyer or its Affiliates or any of their respective assets or liabilities. (c) The Final Closing Statement shall become final and binding on the thirtieth (30th) day following delivery thereof by the Buyer to the BF Trust, unless, prior to the end of such thirty (30) day period, the BF Trust delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Closing Net Working Capital, Closing Indebtedness, Closing Cash, Closing Company Transaction Expenses, and/or Closing Real Estate Prorations, as set forth in the Final Closing Statement (together with supporting documentation and illustrative calculations for any such dispute), which dispute shall only be made on the basis of mathematical error or the Buyer failing to prepare the Final Closing Statement in accordance with this Section 1.3 and the Applicable Accounting Principles. (d) During the twenty (20) day period following delivery of a Notice of Disagreement by the BF Trust to the Buyer, the parties shall seek, in good faith, to resolve any differences that they may have with respect to the calculation of the Closing Net Working Capital, Closing Indebtedness, Closing Cash, Closing Company Transaction Expenses, and/or Closing Real Estate Prorations, as specified therein. Any disputed items resolved in writing between the BF Trust and the Buyer within such twenty (20) day period shall be final and binding with respect to such items and, if the BF Trust and the Buyer agree in writing on the resolution of each disputed item specified in the Notice of Disagreement and the amount of the Closing Net Working Capital, Closing Indebtedness, Closing Cash, Closing Company Transaction Expenses, and/or Closing Real Estate Prorations, the amounts so determined shall be final and binding on the parties for all purposes hereunder. All negotiations pursuant to this Section 1.3 shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence. If the BF Trust and the Buyer have not resolved all such differences by the end of such twenty (20) day period, either the BF Trust or the Buyer shall submit within ten (10) days of the end of such period, in writing, all items set forth in the Final Closing Statement and Notice of Disagreement that remain in dispute (the “Disputed Items”) to Ernst & Young LLP or, if such firm is unable or unwilling to act, such other “big four” accounting firm (other than PricewaterhouseCoopers LLP or its Affiliates) as shall be agreed in writing by the BF Trust and the Buyer (the “Independent Accounting Firm”), to act in its capacity as an accounting expert (and not as an arbitrator) to resolve such Disputed Items in accordance with the definitions standards set forth in this Section 1.3 and the terms of this Agreement, including the definition Applicable Accounting Principles. Each of the Buyer and the BF Trust shall have the opportunity to submit a written memorandum (but not testimony of witnesses and experts or affidavits) detailing its views as to the correct nature and amount of each Disputed Item and the amounts of the Closing Net Working Capital, andClosing Indebtedness, where applicableClosing Cash, the Applicable Accounting PrinciplesClosing Company Transaction Expenses, and/or Closing Real Estate Prorations. After delivery All submissions of the Preliminary Closing Statement, Purchasers shall give Seller and its accountants reasonable access to review the books, records and work papers (subject documents or information to the execution of customary work paper access letters if requested) of Independent Accounting Firm shall be in writing and the Company Entities, Purchasers (solely party making such submission shall concurrently deliver a copy thereof to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statementother party. Seller and its accountants may The Independent Accounting Firm shall make inquiries of the Company Entities, Purchasers (solely a written determination as to the extent each such Disputed Item related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on HandClosing Indebtedness, Indebtedness Closing Cash, Closing Company Transaction Expenses, and/or Closing Real Estate Prorations. The Buyer and the BF Trust shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within thirty (30) days following the submission thereof. The Independent Accounting Firm shall consider only those items and amounts in the Buyer’s and the BF Trust’s respective calculations of the Closing Net Working Capital, Closing Indebtedness, Closing Cash, Closing Company Transaction Expenses set forth Expenses, and/or Closing Real Estate Prorations that are identified as being items and amounts to which the Buyer and the BF Trust have been unable to agree. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to correcting mathematical errors and determining whether the Disputed Items were determined in this Agreement, including, where applicable, accordance with the definition of Applicable Accounting Principles, and the Sample Statement, and the Independent Accounting Firm is not to make any other determination, including any determination as to whether the Target Net Working Capital or any estimates on the Preliminary Closing Statement are correct, adequate or sufficient. In resolving any Disputed Item, the Independent Accounting Firm shall assign a value with respect to each item, which shall be equal to the value for such item claimed by either the Buyer or the BF Trust, and the Independent Accounting Firm may not assign a value to any item that is different from the value for such item claimed by either the Buyer or the BF Trust. There shall be no ex parte communications between any party (or its Representatives) and the Independent Accounting Firm. Neither the Buyer nor the BF Trust may disclose to the Independent Accounting Firm, and the Independent Accounting Firm may not consider for any purpose, any settlement discussions or settlement offer(s) made by or on behalf of either the Buyer or the BF Trust, unless otherwise agreed by the Buyer and the BF Trust. The Independent Accounting Firm’s determination of the Closing Net Working Capital, Closing Indebtedness, Closing Cash, Closing Company Transaction Expenses, and/or Closing Real Estate Prorations shall be based solely on written submissions of Seller materials submitted by the Buyer and Purchaser1 (i.e., the BF Trust and solely in accordance with this Section 1.3 and the definitions and schedules relating hereto and not on the basis of an independent review review. The determination of the Independent Accounting Firm shall be conclusive and binding upon the parties hereto and shall not be subject to appeal or investigationfurther review. Judgment may be entered upon the written determination of the Independent Accounting Firm in accordance with Section 10.10(a). (e) The fees and expenses of the Independent Accounting Firm shall be borne by the party that is not the prevailing party. Purchaser1 and Seller A party shall promptly provide their written submissions regarding be the prevailing party if the Independent Accounting Firm resolves a majority of the dollar amount of the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies favor of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall not assign a value to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Itemsparty. For example, if Seller submits an Objections Statement for there are $1,000, and if Purchaser1 disputes only $500 200,000 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items to be determined by awarding Seller the Independent Accounting Firm and the Independent Accounting Firm determines that the Buyer’s claims prevail with respect to $300 of 125,000 and the BF Trust’s claims prevail with respect to $500 of Disputed Items75,000, then the costs Buyer would be the prevailing party. The fees and expenses disbursements incurred by each party and its Representatives in connection with the preparation or review of the Dispute Resolution Firm Final Closing Statement and any Notice of Disagreement, as applicable, shall be borne by such party. (f) The Buyer and the BF Trust will, and will cause the Company (in the case of the BF Trust, prior to the Closing and, in the case of the Buyer, during the period from and after the Closing through the resolution of any adjustment to the Estimated Net Purchase Price Amount and determination of the Net Purchase Price Amount contemplated by this Section 1.3) to afford the other party and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, and books and records of the Company and its Subsidiaries and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 1.3. Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculations specified in this Section 1.3; provided that such accountants shall not be paid 60% obligated to make any work papers available, except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed a customary agreement relating to access to such work papers in form and substance acceptable to such accountants. (i.e. 300/500g) by Purchasers and 40% For the purposes of this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to (i.e.A) the Closing Net Working Capital, 200/500as finally determined pursuant to this Section 1.3, minus the Estimated Net Working Capital, plus (B) by Seller.the Estimated Indebtedness minus the Closing Indebtedness, as finally determined pursuant to this Section 1.3, plus (C) the Closing Cash, as finally determined pursuant to this Section 1.3, minus the Estimated Cash, plus (D) the Estimated Company Transaction Expenses minus the Closing Company Transaction Expenses, as finally determined pursuant to this Section 1.3, plus (E) the Closing Real Estate Prorations minus the Estimated Real Estate Prorations, as finally determined pursuant to this Section 1.3. The Estimated Net Purchase Price Amount shall be adjusted, upwards or downwards, as follows:

Purchase Price Adjustments. (a) By not later than the end of the fourth business day At least three (3) Business Days prior to the Closing DateClosing, Seller shall deliver will cause to Purchasers a statement (the "Pre-Closing Statement") setting forth the Fully Diluted Shares, the IP Purchase Price be prepared and delivered to Buyer Seller's ’s good faith estimates of Net of: (i) the Estimated Cash Payment, (ii) the Estimated Indebtedness Payment, and (iii) the Estimated Closing Working Capital ("Adjustment. The Estimated Net Closing Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation Capital Adjustment will be accompanied by a certificate of the Chief Financial Officer of Seller specifying that the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder the number of shares of common stock of the Company subject to vested Options held by such Optionholder immediately prior to the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be Working Capital Adjustment was prepared in accordance with the definitions set forth provisions of this Section 2.5 and Exhibit E and shall include only those categories of current assets and current liabilities and line items included in, and be in this Agreement, including the definition of Net Working Capital, and, where applicablea form consistent with, the Applicable Accounting Principles. Seller shall give Purchasers and their accountants’ reasonable access to review the books, records and work papers (subject to the execution Sample Calculation of customary work paper access letters if requested) of the Company Entities used in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in Exhibit E and will be based on changes from the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration shall be calculated as if Estimated Reference Net Working Capital was equal to $13,000,000set forth in Exhibit E. Seller shall deliver supporting documentation and data for the Estimated Closing Working Capital Adjustment, the Estimated Indebtedness Payment, and the Estimated Cash Payment. (b) Within 90 Exhibit E to this Agreement sets forth a sample formula and the mechanics and methodology and Minimum Adjustment against which any Purchase Price Adjustment will be made to the Closing Date Purchase Price. As promptly as possible and in any event within sixty (60) calendar days after the Closing Date, Purchaser1 Seller will deliver prepare or cause to Seller be prepared, and will provide to Buyer: (i) the Closing Date Balance Sheet which shall be prepared for purposes of showing the actual working capital (calculated in accordance with Exhibit E) as of the Effective Time; (ii) a written statement setting forth Purchasers' good faith calculation its detailed determination of the actual cash, cash equivalents and the cash value of all marketable securities on hand that were held by the Companies as of the Effective Time (the “Preliminary Cash Amount”) and the difference between the Estimated Cash Payment and the Preliminary Cash Amount (the “Preliminary Cash Adjustment”); (iii) a written statement setting forth its detailed determination of the actual Indebtedness that was owed by the Companies as of the Effective Time (the “Preliminary Indebtedness Amount”) and the difference between the Estimated Indebtedness Payment and the Preliminary Indebtedness Amount (the “Preliminary Indebtedness Adjustment”); and (iv) a written statement setting forth its detailed determination of the Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses and Capital as of the resulting Final Purchase Price Effective Time (the "“Preliminary Closing Statement"Date Working Capital”). The Preliminary Closing Statement shall be prepared in accordance with , and of the definitions set forth in this Agreement, including adjustments to the definition of Net Working Capital, and, where applicable, Capital based on changes to the Applicable Accounting Principles. After delivery of Net Working Capital between the Estimated Closing Working Capital and the Preliminary Closing StatementDate Working Capital derived from the Closing Date Balance Sheet, Purchasers shall give in each case calculated based on the sample formula and general methodology set forth on Exhibit E (the “Preliminary Working Capital Adjustment”). For purposes of this Section 2.5 and Exhibit E, the Preliminary Cash Adjustment, the Preliminary Indebtedness Adjustment and the Preliminary Working Capital Adjustment, if any, are referred to collectively as the “Preliminary Adjustments.” (c) From the Closing Date until the determination of the Purchase Price Adjustment (as defined below), Seller and its accountants Affiliates, including its and their Representatives, and the Independent Accountants, shall have reasonable access access, during normal business hours and upon no less than one (1) day advance notice to review Buyer, to the Companies and their books, records and work papers (subject employees who are responsible for financial matters, in order to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used assist in the preparation of the Preliminary Closing Statement) Date Balance Sheet and their accountants used in the preparation of the Preliminary Closing Statementevaluating any Disagreement Notice (as defined below). Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shallBuyer shall provide, and shall cause the other Company Entities Companies and Buyer’s accountants to provide, any assistance reasonably requested by Seller in connection with the foregoing. Notwithstanding the above, Buyer may limit access to the extent it reasonably deems necessary to avoid unreasonable disruption of the business or of the Companies or to comply with Laws. (d) In addition to, use their reasonable best efforts and not in limitation of, the access rights set forth in Section 2.5(c), on the Closing Date or on a mutually agreed upon date before or after the Closing Date, Buyer and Seller shall jointly conduct a physical inventory count to cause their respective employees verify the quantity of the inventory of the Companies, including all stockpiled coal and accountants spare parts. The physical inventory count shall be conducted pursuant to procedures reasonably cooperate withsatisfactory to Buyer and Seller and in a manner that ensures that the quantity of inventory can be accurately determined as of the Closing Date. The quantity of the inventory of the Companies as determined pursuant to such physical inventory count shall be set forth on a certificate of inventory signed by Buyer and Seller, and respond to, such inquiries. which certificate of inventory shall be used by Seller in preparing the Closing Date Balance Sheet. (e) If Seller has Buyer disagrees with the Closing Date Balance Sheet and/or any objections to of the Preliminary Closing StatementAdjustments, Seller shall deliver to Purchaser1 a statement setting forth such objectionsit shall, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection within thirty (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference30) (an "Objections Statement") within 45 calendar days after Seller's the receipt of the Closing Date Balance Sheet and the Preliminary Adjustments, deliver a Notice to Seller (the “Disagreement Notice”), setting forth its calculation of the Closing Statement. Any Date Working Capital and each of the Preliminary Adjustments, and specifying, in reasonable detail, those items contained or amounts in the Closing Date Balance Sheet and/or any of the Preliminary Closing Statement not objected Adjustments as to in which Buyer disagrees and the Objections Statement will reasons for such disagreement. Buyer shall be deemed to have been accepted by Selleragreed with all items and amounts contained in the Closing Date Balance Sheet and the Preliminary Adjustments other than those specified in a timely Disagreement Notice. If an Objections Statement is Buyer does not delivered deliver a Disagreement Notice to Purchaser1 Seller within 45 days after Seller's receipt such 30-day period, Buyer shall be deemed to have accepted the Closing Date Balance Sheet and each of the Preliminary Closing StatementAdjustments, whereupon the Preliminary Cash Amount shall become the “Final Cash Amount”, the Preliminary Indebtedness Amount shall become the “Final Indebtedness Amount” and the Preliminary Closing Statement Date Working Capital shall become the “Closing Date Working Capital”. (f) If Buyer timely delivers a Disagreement Notice to Seller, the Parties shall use their good faith efforts to reach agreement on the disputed items or amounts in order to determine the Closing Date Working Capital, the Final Cash Amount or the Final Indebtedness Amount, which in no event shall be more favorable to Seller than reflected in any of the Preliminary Adjustments, nor more favorable to Buyer than shown in the calculations delivered by Buyer pursuant to the Disagreement Notice. If the Parties do not resolve all disputed items or amounts within twenty (20) Business Days after delivery of the Disagreement Notice, this Agreement and the disputed items and amounts will be submitted to KPMG LLP, or another nationally recognized public accounting firm in the United States mutually agreeable to Buyer and Seller (the “Independent Accountants”), for determination of the appropriate Final Adjustment pursuant to this Section 2.5. The fees and expenses of the Independent Accountants shall be borne equally by Seller and Buyer. The written report of the Independent Accountants (the “Report”) shall be delivered to Seller and Buyer promptly, but in no event later than 30 days after such disputed items are submitted to the Independent Accountants, and shall be final, conclusive, and binding and non-appealable by upon the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt Parties. (g) In the absence of fraud, the foregoing procedures for resolution of disputes concerning calculation of the Closing Date Balance Sheet and the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections Adjustments set forth in Sections 2.5(c) and 2.5(e) shall be final and the Objections Statement exclusive means of calculating and resolving the same. No Party shall challenge or be entitled to bring any Claim pertaining to such calculation or resolution; provided that if they do not reach a final resolution of all such objections Party fails to make the payment required within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on Hand, Indebtedness and Transaction Expenses time period set forth in this AgreementSection 2.5(h), including, where applicable, such procedures shall not preclude the definition of Applicable Accounting PrinciplesParty to whom such payment is owed from bring any necessary action to collect such amount, and the written submissions indemnification provisions of Seller and Purchaser1 (i.e., not on the basis of an independent review or investigation). Purchaser1 and Seller shall promptly provide their written submissions regarding the Disputed Items in writing to the Dispute Resolution Firm and to each other. The Dispute Resolution Firm shall be instructed to render its determination with respect to the Disputed Items as soon as reasonably possible (which the parties agree should not be later than 45 days following the date on which the disagreement is referred to the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm Article VIII shall not assign a value apply to any Disputed Item greater than the greatest value for such item submitted by either party to the Dispute Resolution Firm or less than the smallest value for such item submitted by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award the parties in the aggregate more than the amount in dispute. The decision of the Dispute Resolution Firm with respect to all Disputed Items shall be final, binding and non-appealable on the parties hereto. The costs and expenses of the Dispute Resolution Firm shall be paid by Seller, on the one hand, and Purchasers, on the other hand, based upon the percentage which the portion of the Disputed Items not awarded to each party bears to the aggregate amount of Disputed Items. For example, if Seller submits an Objections Statement for $1,000, and if Purchaser1 disputes only $500 of the amount claimed by Seller which the parties cannot mutually resolve, and if the Dispute Resolution Firm ultimately resolves the Disputed Items by awarding Seller $300 of the $500 of Disputed Items, then the costs and expenses of the Dispute Resolution Firm will be paid 60% (i.e. 300/500) by Purchasers and 40% (i.e., 200/500) by Sellermatter.

Purchase Price Adjustments. (a) By not No later than the end of the fourth business day three (3) Business Days prior to the Closing Date, Seller Sellers shall deliver to Purchasers Buyer a written statement (the "Pre-Closing “Estimated Adjustment Statement") setting forth the Fully Diluted Shares, the IP Purchase Price and Seller's good faith estimates of Net Working Capital ("Estimated Net Working Capital"), Cash on Hand ("Estimated Cash on Hand"), Indebtedness ("Estimated Indebtedness") and Transaction Expenses ("Estimated Transaction Expenses") and the resulting calculation of the Estimated Purchase Price, and a schedule (the “Option Consideration Schedule”) setting forth for each Optionholder Sellers’ good faith estimate of: (i) the number of shares of common stock of Closing Working Capital (such estimate, the “Estimated Closing Working Capital”), (ii) the Closing Cash (such estimate, the “Estimated Closing Cash Amount”), (iii) the Closing Outstanding Debt (such estimate, the “Estimated Closing Outstanding Debt”), (iv) the Swap Amount (such estimate, the “Estimated Swap Amount”), (v) the Qualifying Net Income (such estimate, the “Estimated Qualifying Net Income”) and (vi) the Company subject to vested Options held by Transaction Expenses (such Optionholder immediately prior to estimate, the Closing and the dollar amount of such Optionholder's Optionholder Payment Amount and the Option Consideration. The Pre-Closing Statement shall be “Estimated Company Transaction Expenses”), prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Sample Closing Statement. The Estimated Closing Working Capital, and, where applicablethe Estimated Closing Cash Amount, the Applicable Accounting Principles. Seller shall give Purchasers Estimated Closing Outstanding Debt, the Estimated Swap Amount, the Estimated Qualifying Net Income and their accountants’ reasonable access to review the books, records and work papers Estimated Company Transaction Expenses (subject to the execution of customary work paper access letters if requested) of the Company Entities used as contained in the preparation of the Pre-Closing Statement. Purchasers and their accountants may make inquiries of Seller and the Company Entities and their accountants regarding the Pre-Closing Estimated Adjustment Statement and Seller and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts delivered by Sellers to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. Seller shall consider in good faith any comments to the Pre-Closing Statement made by Purchasers in good faith in writing and delivered to Seller not later than the end of the second business day prior to the Closing Date. If Estimated Net Working Capital set forth in the Pre-Closing Statement is greater than $13,000,000, then the Estimated Purchase Price, the Optionholder Payment Amounts and the Option Consideration Buyer) shall be calculated as if Estimated Net Working Capital was equal binding, absent manifest error, on the Parties for the purposes of determining the payments to $13,000,000be made pursuant to Section 2.3(a) and Section 2.4(f). (b) Within 90 60 days after the Closing Date, Purchaser1 Buyer will prepare, or cause to be prepared, and deliver to Seller a Sellers an unaudited statement setting (the “Adjustment Statement”), which shall set forth Purchasers' Buyer’s good faith calculation of Net of: (i) the Closing Working Capital, Cash on Hand(ii) Closing Cash, Indebtedness (iii) the Closing Outstanding Debt, (iv) the Swap Amount, (v) the Qualifying Net Income and (vi) the Company Transaction Expenses and Expenses. For illustrative purposes, an example of the resulting Final Purchase Price (the "Preliminary elements of Closing Statement"). The Preliminary Closing Statement shall be prepared in accordance with the definitions set forth in this Agreement, including the definition of Net Working Capital, andas if the Closing Date were June 30, where applicable2023, the Applicable Accounting Principles. After delivery of the Preliminary Closing Statementis attached as Schedule A. If Buyer does not deliver an Adjustment Statement to Sellers within such 60-day period, Purchasers Buyer shall give Seller and its accountants reasonable access to review the books, records and work papers (subject to the execution of customary work paper access letters if requested) of the Company Entities, Purchasers (solely to the extent used in the preparation of the Preliminary Closing Statement) and their accountants used in the preparation of the Preliminary Closing Statement. Seller and its accountants may make inquiries of the Company Entities, Purchasers (solely to the extent related to the preparation of the Preliminary Closing Statement) and their accountants regarding the Preliminary Closing Statement and Purchasers and the Company shall, and shall cause the other Company Entities to, use their reasonable best efforts to cause their respective employees and accountants to reasonably cooperate with, and respond to, such inquiries. If Seller has any objections to the Preliminary Closing Statement, Seller shall deliver to Purchaser1 a statement setting forth such objections, including setting forth in reasonable detail based on the information that has been made available to Seller by Purchasers pursuant to Seller’s request the particulars of each objection (including for each component of the calculations objected to, the amount of Seller's calculation of such component and reasons for the difference) (an "Objections Statement") within 45 days after Seller's receipt of the Preliminary Closing Statement. Any items contained in the Preliminary Closing Statement not objected to in the Objections Statement will be deemed to have been accepted by Seller. If an Objections Statement is not delivered to Purchaser1 within 45 days after Seller's receipt Sellers’ calculation of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. If an Objections Statement is delivered to Purchaser1 within 45 days after Seller's receipt of the Preliminary Closing Statement, Seller and Purchaser1 shall negotiate in good faith to resolve the objections set forth in the Objections Statement and if they do not reach a final resolution of all such objections within 30 days after Seller's delivery of the Objections Statement to Purchaser1, Seller and Purchaser1 shall submit any objections for which final resolution between Seller and Purchaser1 has not been reached in writing ("Disputed Items") to Xxxxx Xxxxxxxx or such other dispute resolution firm mutually acceptable to Seller and Purchaser1 (the "Dispute Resolution Firm"). The Dispute Resolution Firm's determination will be based solely on the definitions of Net Working Capital, Cash on HandClosing Cash, Indebtedness Closing Outstanding Debt, Swap Amount, Qualifying Net Income and Company Transaction Expenses set forth in this Agreementthe Estimated Adjustment Statement and such calculation shall be final, includingconclusive and binding. (c) Upon receipt from Buyer, where Sellers shall have 45 days to review the Adjustment Statement (the “Review Period”). At Sellers’ request, Xxxxx (i) shall reasonably cooperate and assist, and shall cause its Subsidiaries, including the Company, and each of their respective Representatives, to reasonably cooperate and assist Sellers and their Representatives in the review of the Adjustment Statement (including by executing such documents and other instruments and taking further actions as may be reasonably required to cause Buyer and the Company and their respective accountants to deliver to Sellers and their Representatives copies of their work papers relating to the Company) and (ii) shall provide Sellers and their Representatives with any information reasonably requested by Sellers that is necessary for their review of the Adjustment Statement. If Sellers disagree with Xxxxx’s computation of the items set forth in the Adjustment Statement, Sellers shall, on or prior to the last day of the Review Period, deliver a written notice to Buyer (the “Notice of Objection”) that sets forth Sellers’ objections to Buyer’s calculation of such items. Any Notice of Objection shall specify those items or amounts with which Sellers disagree, shall describe the reasons for such disagreement in reasonable detail, and shall set forth Sellers’ calculation of Closing Working Capital, Closing Cash, Closing Outstanding Debt, Swap Amount, Qualifying Net Income and Company Transaction Expenses, as applicable, based on such objections. (d) If Sellers do not deliver a Notice of Objection to Buyer within the definition Review Period, Sellers shall be deemed to have accepted Buyer’s calculation of Applicable Accounting PrinciplesClosing Working Capital, Closing Cash, Closing Outstanding Debt, Swap Amount, Qualifying Net Income and Company Transaction Expenses, and such calculation shall be final, conclusive and binding. If Sellers deliver a Notice of Objection to Buyer within the written submissions of Seller Review Period, Buyer and Purchaser1 (i.e.Sellers shall, not during the 45 days following such delivery or any mutually agreed extension thereof, use their good faith efforts to reach agreement on the basis disputed items and amounts in order to determine the amount of an independent review the disputed Closing Working Capital, Closing Cash, Closing Outstanding Debt, Swap Amount, Qualifying Net Income or investigation)Company Transaction Expenses, as applicable. Purchaser1 If, at the end of such period or any mutually agreed extension thereof, Buyer and Seller Sellers are unable to resolve their disagreements, they shall promptly provide jointly retain and refer their written submissions regarding the Disputed Items in writing disagreements to the Dispute Resolution Firm New York office of PricewaterhouseCoopers LLP or if such office of PricewaterhouseCoopers LLP refuses or is unable to serve in such a capacity, a nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers or any individual who, in the reasonable determination of Buyer and Sellers, is qualified and capable to serve in the capacity for which such nationally recognized independent accounting firm would have served pursuant to this Section 2.4 (such office of PricewaterhouseCoopers LLP or such other firm or individual, the “Independent Expert”) it being acknowledged and agreed that any of the “big four” accounting firms will be considered qualified and capable to serve in such capacity. Buyer and Sellers shall instruct the Independent Expert promptly to review this Section 2.4, as well as the Adjustment Statement, Notice of Objection and any other materials reasonably requested by the Independent Expert, and to each other. The Dispute Resolution Firm shall be instructed to render its determination determine, solely with respect to the Disputed Items disputed items and amounts so submitted, whether and to what extent, if any, Closing Working Capital, Closing Cash, Closing Outstanding Debt, Swap Amount, Qualifying Net Income or Company Transaction Expenses, as soon applicable, set forth in the Adjustment Statement requires adjustment. The Independent Expert shall base its determination solely on written submissions by Xxxxx and Xxxxxxx and not on an independent review. Buyer and Sellers shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. As promptly as reasonably possible (which the parties agree should not be practicable, but in no event later than 45 days following after its retention, the date Independent Expert shall deliver to Buyer and Sellers a report that sets forth its resolution of the disputed items and amounts and its calculation of the items set forth on which the disagreement is referred to Adjustment Statement; provided, however, that the Dispute Resolution Firm), and to send copies of such written determination to Purchaser1 and Seller. No hearing shall be held and no discovery shall be permitted. No party shall engage, directly or indirectly, in ex parte communications with the Dispute Resolution Firm. The Dispute Resolution Firm shall Independent Expert may not assign a value to any Disputed Item item greater than the greatest value for such item submitted claimed by either party to Sellers, on the Dispute Resolution Firm one hand, or Buyer, on the other hand, nor less than the smallest value for such item submitted claimed by either party to the Dispute Resolution Firm. The Dispute Resolution Firm may not award Sellers, on the parties in one hand, or Buyer, on the aggregate more than the amount in disputeother hand. The decision of the Dispute Resolution Firm with respect to all Disputed Items Independent Expert shall be final, conclusive and binding and non-appealable on the parties heretoParties. The costs and expenses of the Dispute Resolution Firm Independent Expert shall be paid by Sellerallocated between Sellers, on the one hand, and PurchasersBuyer, on the other hand, based upon the percentage which that the portion of the Disputed Items aggregate contested amount not awarded to each party Buyer on the one hand, and Sellers, on the other hand, bears to the aggregate amount of Disputed Items. For actually contested by Xxxxx and Sellers, as determined by the Independent Expert (for example, if Seller submits an Objections Statement for the Sellers claim that the appropriate adjustments are $1,000, and if Purchaser1 disputes only $500 of 1,000 greater than the amount claimed determined by Seller which the parties cannot mutually resolve, Buyer and if the Dispute Resolution Firm Independent Expert ultimately resolves the Disputed Items dispute by awarding Seller to the Sellers $300 700 of the $500 of Disputed Items1,000 disputed, then the fees, costs and expenses of the Dispute Resolution Firm Independent Expert, giving effect to any initial engagement fee already paid, will be paid 60% allocated seventy percent (i.e. 300/50070%) by Purchasers and 40% (i.e., 200/500700 ÷ 1,000) to the Buyer and thirty percent (30%) (i.e., 300 ÷ 1,000) to the Sellers). Xxxxx and Sellers agree to execute, if requested by Sellerthe Independent Expert, a reasonable engagement letter, including customary indemnities in favor of the Independent Expert. (e) For purposes of this Agreement, “Final Closing Working Capital”, “Final Closing Cash Amount”, “Final Closing Outstanding Debt”, “Final Swap Amount”, “Final Qualifying Net Income” and “Final Company Transaction Expenses” mean the amount of such items (i) as shown in the Estimated Adjustment Statement delivered by Sellers to Buyer pursuant to Section 2.4(a), if no Adjustment Statement with respect thereto is timely delivered by Buyer to Sellers pursuant to Section 2.4(b), (ii) as shown in the Adjustment Statement delivered by Buyer to Sellers pursuant to Section 2.4(b), if no Notice of Objection with respect thereto is timely delivered by Sellers to Buyers pursuant to Section 2.4(c) or (iii) if a Notice of Objection is so delivered, (A) as agreed by Xxxxx and Sellers pursuant to Section 2.4(d) or (B) in the absence of such agreement, as shown in the Independent Expert’s report delivered pursuant to Section 2.4(d).