Common use of Purchase Price Payment Clause in Contracts

Purchase Price Payment. (a) The consideration payable by the Acquiror to the Company for the Acquired Assets will consist of (i) cash in an amount of $2,100,000; (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Price"). At the Closing, the Acquiror will (i) pay to the Company by wire transfer to an account designated by the Company $1,600,000 of the cash portion of the Purchase Price, (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreement. (b) In addition to the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii).

Purchase Price Payment. (a) The consideration payable by purchase price for the Acquiror Shares shall be equal to the Company for the Acquired Assets will consist sum of (i) cash in an amount of $2,100,000; U.S.$450 million (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing SharesINITIAL PURCHASE PRICE"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable , as it may be reduced pursuant to Section 2.3(b) SECTION 2.2.1 and SECTION 2.2.2 below, and as it may be adjusted from time to time in respect of Sales Royalty payments under SECTION 2.3, Tax indemnity payments under SECTION 7.4 and other indemnity payments made pursuant to SECTION 8 hereof (collectively together with the Initial Purchase Price, the "Purchase PricePURCHASE PRICE"). At Purchaser shall pay the Initial Purchase Price in cash at Closing, the Acquiror will (i) pay by paying to each Stockholder an amount equal to the Company by wire transfer to an account designated by product of (a) the Company $1,600,000 of the cash portion of the Initial Purchase Price, multiplied by (iib) deposit the remaining $500,000 of the cash portion of the Purchase Price quotient (such $500,000 is referred to as the a "Accounts Receivable Escrow FundSTOCKHOLDER'S PROPORTIONATE INTEREST") and of (x) the stock certificates representing number of Shares held of record by such Stockholder divided by (y) the Closing aggregate number of Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror outstanding, each as measured immediately prior to the Closing. 2.2.1. In the event that Purchaser (i) enters into a definitive agreement with DKI for the DKI Transaction on or before the six month anniversary (the "DETERMINATION DATE") of the date hereof and (ii) subsequently consummates the DKI Transaction substantially in accordance with the terms of such definitive agreement (as the same may be amended, waived or otherwise modified by the parties thereto), then the Initial Purchase Price shall be reduced by $50 million (to $400 million) and the Stockholders shall (concurrently with the consummation of such DKI Transaction), and are jointly and severally obligated to, return to Purchaser $50 million of the Initial Purchase Price, net of that certain amount set forth on SCHEDULE 2.2. 2.2.2. In the event that Purchaser (i) does not enter into a definitive agreement with DKI for the DKI Transaction by the Determination Date, (ii) enters into a definitive agreement with DKI for the DKI Transaction in the period after the Determination Date and on or before one year after the date hereof and (iii) assume subsequently consummates the Assumed Liabilities. The Accounts Receivable Escrow FundDKI Transaction substantially in accordance with the terms of such definitive agreement (as the same may be amended, waived or otherwise modified by the Closing Shares parties thereto), then the Initial Purchase Price shall be reduced by $25 million (to $425 million) and the other property held in Stockholders shall (concurrently with the Escrow Account shall be held consummation of such DKI Transaction), and disbursed according are jointly and severally obligated to, return to this Agreement and the Escrow Agreement. (b) In addition to the cash portion Purchaser $25 million of the Initial Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a)Price, the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary net of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined amount as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Companyon SCHEDULE 2.2. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii).

Purchase Price Payment. (a) The consideration aggregate purchase price payable by the Acquiror to the Company Buyer for the Acquired Assets will consist of (the “Purchase Price”) shall be the dollar amount equal to the sum of: (i) cash the Closing Consideration described in an amount of $2,100,000; Section 2.4(b), as further adjusted pursuant to Section 2.4(f), plus (ii) such number of PentaStar Shares (rounded to the nearest whole shareEscrow Fund as described in Section 2.4(c) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); plus (iii) the assumption Earnout Consideration (as hereinafter defined), if any. (b) At the Closing, subject to the terms and conditions of this Agreement, the Assumed Liabilities; Buyer or the Parent shall deliver to the Seller Sixteen Million One Hundred Thirty-Nine Thousand Seven Hundred and 00/100 Dollars (iv$16,139,700.00) (the Earn-Out Amount payable “Base Closing Consideration”) in cash, as further adjusted pursuant to Section 2.3(b2.4(e), less the Escrow Fund in accordance with Section 2.4(c) (collectively the "Purchase Price"“Closing Consideration”). Payment of the Closing Consideration to the Seller shall be in accordance with the wire and delivery instructions set forth on Schedule 2.4(b) (the “Seller Wiring Instruction Schedule”). (c) At the Closing, the Acquiror will Buyer or the Parent shall deliver to U.S. Bank National Association (ithe “Escrow Agent”), an amount equal to One Million Six Hundred Thirteen Thousand Nine Hundred Seventy and 00/100 Dollars ($1,613,970.00) pay to (the Company by wire transfer to an account designated by the Company $1,600,000 of the cash portion of the Purchase Price, (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable “Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with ”), to be held by the Escrow Agent in escrow pursuant to the terms and conditions of an escrow agreement by and among the Seller, the Buyer, the Stockholders and the Escrow Agent in substantially the form as attached as Exhibit A hereto (which Closing Shares shall be issued by PentaStar in the name “Escrow Agreement”), to provide the Buyer with security for the indemnification obligations of the Company Seller and contributed by PentaStar the Stockholders pursuant to Section 9 of this Agreement. Subject to the Acquiror immediately prior to determination of any claims asserted by the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in Buyer against the Escrow Account shall be held and disbursed according to Fund in accordance with the terms of this Agreement and the Escrow Agreement, the remaining balance of the Escrow Fund, if any, together with any interest accrued on the Escrow Fund, if any, shall be released to the Seller eighteen (18) months from the Closing Date; provided, however, that any amounts reserved for pending indemnity claims asserted by the Buyer on or prior to the date of the release of the Escrow Fund shall be retained in escrow until such time as such pending indemnity claim of the Buyer is satisfied or settled in accordance with the terms and conditions of this Agreement and the Escrow Agreement. All costs and expenses relating to the Escrow Agent and the administration of the Escrow Fund shall be borne equally by the Seller and the Buyer, with the Seller’s share to be deducted from the Escrow Fund in accordance with the Escrow Agreement. (bd) In addition to At the cash portion of Closing, the Purchase Price Buyer and the Closing Shares payable and issuable at Seller shall execute an earnout agreement (the “Earnout Agreement”) in substantially the form of Exhibit B attached hereto, pursuant to which, for the period commencing on the Closing pursuant to Section 2.3(a)Date and continuing thereafter for a period of one year, the Company Seller shall be entitled eligible to receive the Earn-Out Amount determined and payable Earnout Consideration (as provided defined in this Section 2.3(bthe Earnout Agreement). (e) The Seller shall deliver to the Buyer as of the date hereof (i) PentaStar agrees thatthe Estimated Closing Date Balance Sheet, during the Earn-Out Perioda copy of which is attached hereto as Exhibit E, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. and (ii) As soon as reasonably practicable after the end of the Earn-Out Period, a calculation and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for Estimated Closing Date Net Working Capital calculated from the EarnEstimated Closing Date Balance Sheet (the “Estimated Closing Date Statement”), each prepared in accordance with GAAP. If the Purchase Consideration Adjustment based on the Estimated Closing Date Statement is greater than $0, the Base Closing Consideration shall be increased on a dollar-Out Period and a written calculation for-dollar basis, provided that any Purchase Consideration Adjustment that results in an increase of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute Base Closing Consideration shall be resolved as provided included in the Escrow Fund at the Closing (the “Escrow Adjustment”), and subject to Section 2.3(b)(v2.4(f). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by released from the Company. (iii) Within 10 Business Days after Escrow Fund to the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company Buyer or the resolution of any disputes under Section 2.3(b)(v), Seller (as the case may be) within fifteen (15) days after the Closing Date Statement becomes final and binding. If the Purchase Consideration Adjustment based on the Estimated Closing Date Statement is less than $0, the Acquiror Base Closing Consideration shall pay be decreased on a dollar-for-dollar basis. (f) Within ninety (90) days from the Earn-Out AmountClosing Date, if any, the Buyer shall prepare and provide to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion Seller (i) a balance sheet of the Earn-Out Amount is paid in PentaStar Common StockSeller, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of 11:59 p.m. Eastern Standard Time on the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror day immediately prior to the Closing Date (the “Final Closing Date Balance Sheet”), and (ii) a calculation and statement of the Final Closing Date Net Working Capital (the “Closing Date Statement”), each prepared in accordance with GAAP. Upon delivery of the Closing Statement, the Buyer shall provide the Seller with reasonable access to the books, records and working papers of the Buyer to the extent related to the evaluation of the Final Closing Date Balance Sheet and the Closing Date Statement and the calculation of each of the components thereof. The Seller may submit to the Buyer, not later than fifteen (15) days from receipt of the Closing Date Statement from the Buyer, a list of the components of the Closing Date Statement with which the Seller disagrees, if any (a “Dispute Notice”). If no Dispute Notice is provided prior to such shares date, the Closing Date Statement shall be deemed to have been accepted and agreed to by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (Seller and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by final and binding on the Company. (iv) Parties. In the event that PentaStar sells of a Dispute Notice, the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar Buyer and the Company will Seller shall thereafter for a period of up to twenty (20) days negotiate in good faith to resolve any items of dispute, provided that if the . Any items of dispute is which are not so resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain shall be submitted to the Boston, Massachusetts office of the independent accounting firm of Deloitte & Touche LLP (or office most geographically proximate to Bostonsuch other independent accounting firm of recognized national standing as may be mutually selected by the Buyer and the Seller) (the “Final Adjustment Auditor”), Massachusetts) BDO Seidxxx XXX which shall be retained to resolve any such dispute, the expenses of which resolution will shall be final shared one-half by Buyer and bindingone-half by the Seller. The fees and expenses Final Adjustment Auditor shall determine within sixty (60) days of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by receiving such submission whether the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved Closing Date Statement was prepared in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" standards set forth in this AgreementSection 2.4(f) and (only with respect to the remaining disagreements submitted to the Final Adjustment Auditor) whether and to what extent (if any) the Closing Date Statement requires adjustment. The determination of such Final Adjustment Auditor shall be final and binding on the Parties, absent manifest error. (i) If the Purchase Consideration Adjustment, as finally determined based upon the Closing Date Statement (determined pursuant to the procedures set forth in Section 2.4(f)), by choosing exceeds the position of Arthxx Xxxexxxx X.X.P. or Purchase Consideration Adjustment determined based on the objecting party under Section 2.3(b)(iiEstimated Closing Date Statement (such excess, if any, referred to herein as the “Additional Purchase Consideration Adjustment”), without changethe Buyer shall, on or within 30 fifteen (15) days after the Closing Date Statement becomes final and binding, cause the Escrow Agent to release from the Escrow Fund to the Seller in cash the amount of the expiration Purchase Consideration Adjustment, if any, and shall pay to the Seller, in cash, the Additional Purchase Consideration Adjustment. (ii) If the Purchase Consideration Adjustment, as finally determined based upon the Closing Date Statement (determined pursuant to the procedures set forth in Section 2.4(f)), is less than the Purchase Consideration Adjustment determined based on the Estimated Closing Date Statement (such shortfall, if any, referred to herein as the “Reduced Purchase Consideration Adjustment,” which for purposes below shall be deemed to be a positive number), then, on or within fifteen (15) days after the Closing Date Statement becomes final and binding: 1. If the Reduced Purchase Consideration Adjustment is less than or equal to the Escrow Adjustment, if any, the Seller shall cause the Escrow Agent to release to the Buyer from the Escrow Fund, the amount of the 20-day period described Reduced Purchase Consideration Adjustment and the Buyer shall cause the Escrow Agent to release from the Escrow Fund to the Seller the amount by which the Escrow Adjustment, if any, exceeds the Reduced Purchase Consideration Adjustment. 2. If the Reduced Purchase Consideration Adjustment is more than the Escrow Adjustment, if any, the Seller shall cause the Escrow Agent to release to the Buyer from the Escrow Fund the Escrow Adjustment, if any, and, at the option of the Buyer, the Seller and the Stockholders shall, jointly and severally, pay to the Buyer in Section 2.3(b)(ii)cash the amount by which the Reduced Consideration Adjustment exceeds the Escrow Adjustment, if any, or shall cause the Escrow Agent to release from the Escrow Fund to the Buyer the amount by which the Reduced Purchase Consideration Adjustment exceeds the Escrow Adjustment, if any.

Purchase Price Payment. (a) The In consideration payable of the conveyance to Buyer of the Purchased Assets, and for each other right acquired by the Acquiror to the Company for the Acquired Assets will consist of (i) cash in an amount of $2,100,000; (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have Buyer under this Agreement, Buyer shall pay an aggregate Fair Market Value as purchase price of the date of this Agreement of Nineteen Million Nine Hundred Ninety Five Thousand Dollars ($950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b19,995,000) (collectively the "Purchase Price"). At The Purchase Price shall be paid by the Closing, Buyer to the Acquiror will Sellers as follows: (a) Issuance to (i) pay the Executives restricted common stock in Buyer (f/k/a American Brewing Company, Inc.) and (ii) the Xxxxxx Parties (or their designee), an aggregate amount of the Issuer's common stock, based on the Volume Weighted Average Price ("VWAP") of Buyer's common stock for the thirty days prior to the Company by wire transfer Closing of this transaction (the "Shares") in an aggregate amount equal to an account designated by the Company $1,600,000 of the cash portion of the Estimated Stock Purchase Price, (ii) deposit such Shares to be issued to the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") Executives and the stock certificates representing the Closing Shares into the Escrow Account Xxxxxx Parties in accordance with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreement.Pro Rata Percentage; (b) In addition to the $8,500,000 in cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company which amount shall be entitled paid to receive the Earn-Out Amount determined Shadrach Beverages, LLC, Xxxxxx X. Xxxxxx and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount Xxxxx X. Xxxxxx (collectively, the "Earn-Out Financial StatementsXxxxxx Parties") pursuant to an allocation to be provided within three (3) business days of Closing; and (c) a promissory note in favor of the Xxxxxx Parties in the amount of $4,500,000 in the form substantially attached hereto as Exhibit D, which note shall be secured by a second lien on the Buyer's assets and provide for an interest rate of 1% of the outstanding principal, which shall begin monthly, after six months from Closing if the promissory note has not already been paid in full, until paid in full (the consideration set forth in clauses (a) through (c), the "Closing Payments"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will Closing Payments shall be deemed to be an acceptance have been received by such Person of and distributed by the Earn-Out Financial Statements. If any adjustments Sellers to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as parties set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Companyabove. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii).

Purchase Price Payment. (a) The consideration payable by the Acquiror to the Company aggregate purchase price for the Acquired Assets will consist of (i) cash in an amount of $2,100,000; (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Price") shall be the amount of: (i) the aggregate amount of Pathmark's Actual Cost for the Transferred Inventory as of the Closing Date as calculated in accordance with Section 9.3 hereof; plus (ii) $28,830,500 for the Acquired Facilities; plus (iii) $10,000,000 for the Grocery Assets and the Frozen Food Assets, less (x) the portion of the Assumed Liabilities that as of Closing constitute indebtedness on the books of Pathmark or Plainbridge under GAAP and (y) the net present value (at a 7 1/4% discount rate) of the payments to be made under the operating leases set forth on page two of Exhibit A; provided however, if the Brunswick Facility is not assigned to Purchasers, Purchasers shall have the right not to purchase the Acquired Assets located at the Brunswick Facility and the Purchase Price shall be reduced by the pro rata portion of such Assets which are not purchased; plus (iv) $21,000,000 for goodwill associated with the Acquired Assets and Acquired Facilities. (b) At the Closing Purchasers shall pay to Pathmark, in immediately available funds, (x) 95% of the amount referred to in Subsection 3.1(a)(i), (y) the amount referred to in Subsection 3.1(a)(iii) (the "Property Payment") and (z) the amount referred to in Subsection 3.1(a)(iv). At the Closing, the Acquiror will (i) Purchasers shall also pay to the Company by wire transfer to an account designated by the Company Plainbridge, in immediately available funds, $1,600,000 27,690,500 as partial payment of the cash portion of the Purchase Pricesum due under Section 3.1(a)(ii), (ii) deposit with the remaining $500,000 1,140,000 of the cash portion sum set forth in Section 3.1(a)(ii) (the "Holdback Amount") being retained by Purchasers until substantial completion of those activities listed on Schedule 3.1(b) hereto. Within 10 days after the completion of the Purchase Price (such $500,000 is referred activities listed on Schedule 3.1(b), Purchasers shall pay to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar Plainbridge, in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fundavailable funds, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreement. (b) In addition to the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial StatementsHoldback Amount. If any adjustments Purchasers fail to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If when due any portion of the Earn-Out Holdback Amount, interest will accrue on the Holdback Amount is paid in PentaStar Common Stockfrom and after such failure at the rate of 12.625% per annum. No later than 3:00 p.m. (New York time) on the seventh day following the Closing Date, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company applicable party shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are other party, in escrow) immediately available funds, the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash remaining portion of the Earn-Out Amount shall be paid by wire transfer monies due to an account designated by the Company. (ivPathmark under Section 3.1(a)(i) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided hereof determined in this Section 2.3(b), including the obligation to comply accordance with the provisions of Section 2.3(b)(i)9.3 hereof. (vc) If any adjustments to The Purchase Price shall be allocated among the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate Acquired Assets as specified in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, MassachusettsSchedule 3.1(c) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii)attached hereto.

Purchase Price Payment. (a) The As consideration payable by for the Acquiror purchase of the Assets, Purchaser shall pay to the Company for Sellers, in cash allocated between the Acquired Assets will consist Sellers as set forth on EXHIBIT E hereto, the aggregate sum of Forty-Two Million Dollars and no/100 (i$42,000,000) cash in an amount of $2,100,000; (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Base Price"). At the Closing, the Acquiror will (i) pay subject to the Company by wire transfer to an account designated by the Company $1,600,000 of the cash portion of the Purchase Price, (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreement. (b) In addition to the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense increase or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v)decrease, as the case may be, by the Acquiror Adjustment Amount as provided in SECTION 2.03 (as adjusted, the "Purchase Price"). (b) At the Closing, Purchaser shall pay the Earn-Out Amount, if any, deliver: (i) to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretionSellers, in cash or PentaStar Common Stockallocated between the Sellers as set forth on EXHIBIT E-1, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock an amount equal to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value Base Price, as of the date such Earn-Out Amount is paidincreased or decreased, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx as the case may be, by the Estimated Adjustment Amount as provided in SECTION 2.02(c), minus (B) the amounts determined as set forth below, and contributed by PentaStar Escrow Amount delivered to the Acquiror Escrow Agent pursuant to SECTION 2.02(b)(ii) (such amount determined by A-B being referred to herein as the "Estimated Cash Payment"), by wire transfer of immediately available funds to the accounts of the Sellers, written notice of which accounts shall have been provided to Purchaser not less than three (3) business day prior to the delivery Closing. (ii) to Southwest Bank of such shares Texas, N.A., as escrow agent (the "Escrow Agent"), an amount equal to One Million Two Hundred Fifty Thousand Dollars and no/100 ($1,250,000) (the "Escrow Amount"). The Escrow Amount shall be maintained by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company Escrow Agent pursuant to this Section 2.3(b)(iii)the terms of an Escrow Agreement in substantially the form of Exhibit F hereto (the "Escrow Agreement") by and among Purchaser, the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with Sellers and the Escrow Agent. If Of such Escrow Amount, an amount equal to Five Hundred Thousand Dollars and no/100 ($500,000) shall be held to satisfy the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stockamount, if any, issued owed by the Sellers to Purchaser pursuant to Section 2.03 (the "Adjustment Escrow Amount") and such Adjustment Escrow Amount, plus the earnings thereon, shall be released to Purchaser and/or the Sellers, as the case may be, upon final resolution of the Purchase Price pursuant to SECTION 2.03 (provided that any undisputed portion of the Adjustment Escrow Amount to which the Sellers or Purchaser may be entitled shall be delivered to the Sellers or Purchaser, as the case may be, as soon as possible after presentation by Purchaser of the drafts of Closing Date Balance Sheets), and the remainder shall be held to satisfy indemnification claims of Purchaser for a period of six-months following the Closing Date as more specifically set forth in the name of Mr. Xxxxxx xxx Escrow Agreement. The Estimated Cash Payment to be paid by Purchaser to the Sellers at the Closing plus the Escrow Amount is hereinafter referred to as the "Rowlxx XxxresEstimated Purchase Price.") (c) As soon as reasonably practical, but in no event later than five (5) business days prior to the Closing Date, the Sellers shall in good faith cause to be prepared and delivered to Purchaser estimated balance sheets (as finally agreed upon by the Parties, the "Estimated Closing Date Balance Sheets") and income statements for the period from January 1, 1999 until the Closing Date (as finally agreed upon by the Parties, the "Estimated Closing Date Income Statements") of the Acquired Businesses, on both an individual and consolidated basis, which shall set forth an estimate of the Current Assets (defined as the inventory, accounts receivable and prepaid expenses transferred to Purchaser) and the Balance Sheet Assumed Liabilities (defined as accounts payable and accrued expenses assumed by Purchaser) as of the Closing Date and an estimate of the EBITDA for the period from January 1, 1999 until the Closing Date, such Estimated Closing Date Balance Sheets and Estimated Closing Date Income Statements to be calculated and prepared in accordance with GAAP, applied on a basis consistent with past practices of Sellers. Purchaser and the Sellers shall, after reviewing the balance sheets and income statements prepared by the Sellers, in good faith attempt to agree upon the Estimated Closing Date Balance Sheets and the Estimated Closing Date Income Statements. The parties shall agree within five (5) business days as to the Estimated Closing Date Balance Sheets and Estimated Closing Date Income Statement or either party may terminate this Agreement (but such termination shall not effect the rights of the parties with respect to Breaches prior to such termination). The cash portion aggregate of the Earn-Out Amount Current Assets reflected on the Estimated Closing Date Balance Sheets shall hereinafter be paid by wire transfer referred to an account designated by as the Company. (iv) In "Estimated Current Asset Amount" and the event that PentaStar sells the operations conducted by the Acquiror prior to the end aggregate of the Earn-Out Period, PentaStar Balance Sheet Assumed Liabilities reflected in the Estimated Closing Date Balance Sheets shall require hereinafter be referred to as the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar "Estimated Balance Sheet Assumed Liabilities Amount" and the Company will negotiate in good faith estimated 1999 EBITDA Adjustment based upon the EBITDA reflected on the Estimated Closing Date Income Statements shall hereinafter be referred to resolve any dispute, provided that if as the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii).Estimated 1999 EBITDA

Purchase Price Payment. (a) The consideration Subject to the provisions of this Section 2.4, the aggregate purchase price payable by the Acquiror to the Company Buyer for the Acquired Assets will consist (the “Purchase Price”) shall be the Closing Consideration described in Section 2.4(b) and the Escrow Fund. (b) At the Closing, subject to the Purchase Consideration Adjustment, and the other terms and conditions of this Agreement, (i) the Buyer shall deliver to the Seller, Twelve Million Six Hundred Thousand ($12,600,000.00) Dollars in cash in an amount of $2,100,000; (the “Upfront Consideration”) and (ii) such number of PentaStar Shares (rounded the Buyer shall cause its Parent to deliver to the nearest whole shareSeller Seven Hundred Eighty Eight Thousand Four Hundred Thirty Six (788,436) as have an aggregate Fair Market Value as shares of the date of this Agreement of $950,000 Parent’s Common Stock (such number of shares being the “Closing Shares”), as calculated in accordance with Section 2.4(i) below. The Upfront Consideration and the Closing Shares are collectively referred to herein as the "“Closing Shares"); Consideration”. (iiic) At the assumption Closing, the Parent and the Seller shall execute a stock restriction agreement (the “Lockup Agreement”) in substantially the form of Exhibit A attached hereto, and each participant under the Key Employee Retention Plans receiving Closing Shares shall execute a stock restriction agreement (the “Representation and Lockup Agreement”) in substantially the form of Exhibit B attached hereto. (d) At the Closing, Buyer shall deliver One Million Four Hundred Thousand ($1,400,000.00) Dollars (the “Escrow Upfront Consideration”) and shall cause the Parent to deliver Eighty Seven Thousand Six Hundred Four (87,604) shares of the Assumed Liabilities; and Parent’s Common Stock (ivthe “Escrow Shares”), as calculated in accordance with Section 2.4(i) the Earn-Out Amount payable pursuant to Section 2.3(b) below (collectively the "Purchase Price"“Escrow Fund”) to TD Banknorth N.A. (the “Escrow Agent”), to be held by the Escrow Agent in escrow pursuant to the terms and conditions of an escrow agreement of even date herewith (the “Escrow Agreement”) in substantially the form of Exhibit C attached hereto. At the Closing, Buyer, Seller and Member shall execute the Acquiror will Escrow Agreement. The Escrow Fund is intended to provide Buyer with security for the indemnification obligations of the Seller and the Member pursuant to Section 9 of this Agreement. Prior to the release by the Escrow Agent of any or all of the Escrow Fund to the Seller, the Seller shall provide evidence to the Buyer, in its sole and absolute discretion, that the participants under the Key Employee Retention Plans shall receive, directly from the Escrow Agent, the payments (the “Post-Closing Retention Plan Payments”) due to participants under the Key Employee Retention Plans resulting from the release to the Seller of any of the Escrow Fund in accordance with the Escrow Agreement. Within five (5) Business Days after the earlier of: (i) pay to the Company by wire transfer to an account designated by date on which the Company $1,600,000 of the cash portion of the Purchase Price, Post-Closing Retention Plan Payments have been made; or (ii) deposit the remaining $500,000 date on which the Buyer and the Seller agree in writing that no Post-Closing Retention Plan Payments are required to be made, the remainder of the cash portion Escrow Fund (if any) shall be released by the Escrow Agent to the Seller. (e) The Seller shall deliver within three (3) business days prior to the Closing Date the Estimated Closing Date Balance Sheet. If the Purchase Consideration Adjustment based on the Estimated Closing Date Balance Sheet is greater than $0, the Upfront Consideration shall be increased on a dollar-for-dollar basis. If the Purchase Consideration Adjustment based on the Estimated Closing Date Balance Sheet is less than $0, the Upfront Consideration shall be decreased on a dollar-for-dollar basis. (f) Within ninety (90) days from the Closing Date, Buyer shall prepare and provide to the Seller a balance sheet of the Purchase Price Company, as of the close of business on the Closing Date, prepared in accordance with GAAP (the “Preliminary Closing Date Balance Sheet”). The Seller may submit to Buyer, not later than fifteen (15) days from receipt of the Preliminary Closing Date Balance Sheet from Buyer, a list of amounts or the components of the Preliminary Closing Date Balance Sheet with which the Seller disagrees, if any (a “Dispute Notice”). If no Dispute Notice is provided prior to such $500,000 is date, the Preliminary Closing Date Balance Sheet shall be deemed to have been accepted and agreed to by the Seller and Member, shall be referred to as the "Accounts Receivable Escrow Fund") Final Closing Date Balance Sheet, and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in final and binding on the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according parties to this Agreement and the Escrow Agreement. (b) In addition to the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out PeriodSeller has delivered a Dispute Notice, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar Buyer and the Company will Seller shall thereafter for a period of up to twenty (20) days negotiate in good faith to resolve any items of dispute, provided that if the . Any items of dispute is which are not so resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain shall be submitted to the Boston, Massachusetts office Office of Xxxxx Xxxxxxxx, LLP (or office most geographically proximate to Bostonthe “Final Adjustment Auditor”), Massachusetts) BDO Seidxxx XXX which shall be retained to resolve any such dispute, the expenses of which resolution will shall be shared one-half by Buyer and one-half by the Seller and Member. The determination of such Final Adjustment Auditor shall be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by binding on the parties that specifies that hereto, absent manifest error. (g) If the determination by said firm of any such disputes will be resolved in accordance with this Agreement Purchase Consideration Adjustment, as finally determined based upon the Final Closing Date Balance Sheet (including determined pursuant to the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" procedures set forth in this Section 2.4(f)), is less than the Purchase Consideration Adjustment determined based on the Estimated Closing Date Balance Sheet (such difference, if any, referred to herein as the “Reduced Purchase Consideration Adjustment”), the Seller and Member shall, on or within fifteen (15) days after the Final Closing Date Balance Sheet becomes final and binding, pay to Buyer in cash the amount of the Reduced Purchase Consideration Adjustment. (h) If the Purchase Consideration Adjustment, as finally determined based upon the Final Closing Date Balance Sheet (determined pursuant to the procedures set forth in Section 2.4(f)), is greater than the Purchase Consideration Adjustment determined based on the Estimated Closing Date Balance Sheet (such difference, if any, referred to herein as the “Additional Purchase Consideration Adjustment”), the Buyer shall, jointly and severally, on or within fifteen (15) days after the Final Closing Date Balance Sheet becomes final and binding, pay to the Seller and Member in cash the amount of the Additional Purchase Consideration Adjustment. (i) The number of Closing Shares to be delivered to the Seller at Closing under Section 2.4(b)(ii) is derived by dividing Five Million Four Hundred Thousand ($5,400,000.00) Dollars by the average closing share price of the Common Stock of the Parent for the thirty (30) consecutive trading days (the “30 Day Trailing Average”) ending on the last business day immediately prior to the date of the Closing as reported on the NASDAQ. The number of Escrow Shares to be delivered to the Escrow Fund at Closing under Section 2.4(d) is derived by dividing Six Hundred Thousand ($600,000.00) Dollars by the 30 Day Trailing Average. At the Closing, the Buyer shall provide to the Seller a calculation in reasonable detail setting forth the calculation of the 30 Day Trailing Average and the number of the Closing Shares and the Escrow Shares, respectively. (j) At the Closing, each participant under the Key Employee Retention Plans shall receive from the Closing Consideration the aggregate amount of the Upfront Consideration (excepting only any portion in connection with the Purchase Consideration Adjustment) and Closing Shares necessary to satisfy in full all obligations of the Seller to each participant under the Key Employee Retention Plans at the Closing, consisting of: (1) payment to each participant under the Key Employee Retention Plans of the cash payment required thereunder to be made by the Seller to such participant on the Closing Date in connection with the Closing, net of the amounts required under applicable Law to be withheld from such payment; (2) the transfer of the Closing Shares to be received by each participant under the Key Employee Retention Plans (subject to each such participant executing and delivering a Representation and Lockup Agreement), and (3) payment to the applicable Governmental Authorities of the income and payroll Taxes required under applicable Law to be deposited by choosing the position Seller with respect to such payments and transfer of Arthxx Xxxexxxx X.X.P. or the objecting party Closing Shares. Any portion of the Closing Consideration due and owing to participants under Section 2.3(b)(iithe Key Employee Retention Plans to be paid subsequent to the Closing (the “Post-Closing Retention Plan Payments”) shall be deposited (the “Retention Plan Escrow Deposit”, together with any interest and income earned thereon (collectively, the “Retention Plan Escrow Funds”)), without changeat the Closing, within 30 days into an escrow account (the “Retention Plan Escrow Account”) established with the Escrow Agent pursuant to an escrow agreement to be entered into on the Closing Date by the Escrow Agent, Buyer, the Seller, and the Member (the “Retention Plan Escrow Agreement”), to fund the payment of the expiration of the 20Post-day period described in Section 2.3(b)(ii)Closing Retention Plan Payments.

Purchase Price Payment. (a) The consideration payable by the Acquiror to the Company cash purchase price for the Acquired Assets will consist of (i) cash in an amount of El Dorado is $2,100,000; 480,000, (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of Hot Springs is $950,000 (such number of shares being referred to as the "Closing Shares"); 295,000, (iii) the assumption of the Assumed Liabilities; and Magnolia is $135,000, (iv) the Earn-Out Amount payable pursuant to Section 2.3(bCamden is $100,000, (v) Arkadelphia is $110,000 and (collectively the "Purchase Price")vi) Leasing is $3,420,609. At the Closing, the Acquiror will Buyer will, by wire transfer or other delivery of immediately available funds, (i) (A) pay to the Company by wire transfer Sellers (subject to an account designated Section 2.3(b)) $4,090,609, less the estimated Pre-Closing Personal Property Tax Amount (which estimated amount shall be agreed upon by the Company $1,600,000 of Buyer and the cash portion of Seller's Agent at least three business days prior to the Purchase PriceClosing), and (iiB) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares 450,000 into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iiiii) assume the Assumed LiabilitiesLiabilities (and the amounts paid and deposited to and in respect of the Sellers and the Assumed Liabilities will constitute the full purchase price for the Acquired Assets). The Accounts Receivable Escrow Fund, the Closing Shares and the other property held amount deposited in the Escrow 5 Account shall will belong to the Sellers, subject to the Sellers' indemnification obligations set forth in this Agreement, and will be held held, invested, administered and disbursed according to this Agreement Section 7.1(b) hereof and the Escrow Agreement. (b) In addition to At the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a)Closing, the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror Buyer will conduct the operations represented by the Acquired Assets in the ETI Region as deposit into a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar demand deposit account in the name of the Company or Briax X. XxxxxxBuyer and the Sellers' Agent, xx from the case may beamount otherwise payable to the Sellers pursuant to Section 2.3(a)(i)(A), an amount equal to the Reserve Amount, and such funds shall initially constitute the Liabilities Reserve. The funds on deposit in the amounts determined as set forth below, and contributed by PentaStar Liabilities Reserve will belong to the Acquiror immediately prior Sellers, subject to the delivery provisions of such shares this Section 2.3(b). Following the Closing, the Liabilities Reserve will be applied to the payment of Reserved Seller Liabilities, by disbursements from that account by the AcquirorBuyer or the Sellers' Agent, as the Reserved Seller Liabilities become due and payable. If To the extent that the Buyer receives a bill xx invoice representing, or is otherwise aware of, any shares Reserved Seller Liabilities, the Buyer may cause funds to be disbursed from the Reserve Amount to satisfy such Reserved Seller Liabilities. Reserved Seller Liabilities representing accrued vacation and other accrued employee benefits with respect to those persons who are employees of PentaStar Common Stock are issued any Seller as of the Closing Date and who become employees of the Buyer effective as of the Closing will be satisfied by payment of the amount thereof to the Buyer as the Buyer provides such benefits or makes cash payments in lieu thereof to employees. The Sellers' Agent will take all actions necessary to cause the Liabilities Reserve to be applied to satisfy Reserved Seller Liabilities and, if the Liabilities Reserve has been exhausted, the Sellers and the Shareholder will provide additional funds as required to satisfy Reserved Seller Liabilities. Nothing in this Agreement will be deemed to limit the joint and several obligations of the Sellers and the Shareholder to pay the Reserved Seller Liabilities in full. After all Reserved Seller Liabilities have been satisfied, any excess Liabilities Reserve on deposit in the name of the Company account created pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow2.3(b) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall will be paid by wire transfer to an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of Sellers. Any disputes concerning the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount Liabilities Reserve will be settled by arbitration as provided in this Section 2.3(bAgreement. (c) As soon as practicable after the Closing, but effective as of the Closing, the Buyer and the Sellers' Agent will prepare and initial a "Price Allocation Schedule" with respect to each Seller, allocating for Tax reporting purposes the total consideration for the Acquired Assets acquired from such Seller among the various categories of Acquired Assets acquired from such Seller in the following order and amounts: (i) to cash and cash equivalents, the $400 amount on the Closing Balance Sheet applicable to such Seller (except there will be no such amount allocated to Leasing); (ii) to Closing Accounts Receivable, including the obligation amount on the Closing Balance Sheet applicable to comply such Seller; (iii) to Closing Inventory, the amount on the Closing Balance Sheet applicable to such Seller; (iv) to equipment and leasehold improvements, the greater of the appraised fair market value (if the Buyer in its sole discretion obtains an appraisal before or after the Closing) or the current book value thereof as reflected on the Closing Balance Sheet applicable to such Seller; (v) to prepaid expenses, the unamortized balance on the Closing Balance Sheet applicable to such Seller; (vi) to any other assets, other than goodwill, the amount on the Closing Balance Sheet applicable to such Seller; and (vii) the entire remaining balance of the consideration shall be allocated to the goodwill of such Seller's business or, at the Buyer's sole discretion, to the other intangible assets which are included in the Acquired Assets acquired from such Seller. The parties acknowledge that such allocations for Tax reporting purposes were determined pursuant to arm's length bargaining regarding the fair market values of the Acquired Assets in accordance with the provisions of Code Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding1060. The fees and expenses of BDO Seidxxx XXX will parties agree to be paid 50% by PentaStar and 50% bound by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" allocations set forth in this Agreement)the Price Allocation Schedules for all federal, by choosing the position state and local Tax reporting purposes, including for purposes of Arthxx Xxxexxxx X.X.P. determining any income, gain, loss, depreciation or the objecting party under Section 2.3(b)(ii), without change, within 30 days other deductions in respect of the expiration of the 20-day period described in Section 2.3(b)(ii).such assets. The parties further agree to prepare and file

Purchase Price Payment. In full consideration of the sale of the Shares by Seller to Purchaser, and the other agreements of Seller and Purchaser hereunder, and subject to adjustment at and following the Closing in accordance with Section ------- 2.2(a) and Section 2.3, the purchase price (the "PURCHASE PRICE") for the Shares ------ ----------- is $2,900,000, which shall be payable as follows: (a) The consideration payable by $2,000,000 (the Acquiror "CLOSING PAYMENT"), plus an amount (the "ADDITIONAL CLOSING PAYMENT") equal to an estimate of the excess, if any, of the amount of cash included in the Assets over the amount necessary to satisfy the requirements of Section 2.3 with respect to the Company for Threshold ----------- Amount and the Acquired Assets will consist Cash Minimum (assuming no Additional Closing Payment), as agreed to jointly by Purchaser and Seller based upon review of (i) cash the Estimated Closing Balance Sheet. Notwithstanding the foregoing, in an no event shall the Additional Closing Payment payable on the Closing Date exceed $350,000; provided, that in no event shall the $350,000 limit on the -------- Additional Closing Payment payable on the Closing Date be deemed to limit the amount of $2,100,000; (ii) such number of PentaStar Shares (rounded additional payments, if any, due to the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable Seller pursuant to Section 2.3(b) (collectively the "Purchase Price"2.3(a). At The Closing Payment and the Closing, the Acquiror will (i) pay Additional Closing Payment -------------- shall be delivered to the Company Trust, for the account of Seller, by wire transfer to an account designated of immediately available funds at the Closing in accordance with the wire instructions set forth on Schedule 2.2(a) attached hereto. The --------------- Purchase Price shall be deemed increased by the Company $1,600,000 amount of the cash portion of the Purchase PriceAdditional Closing Payment, (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreementif any. (b) In addition $775,000, which amount shall be evidenced by, and payable in accordance with, Purchaser's note (the "NOTE") in substantially the form of Exhibit A attached hereto. The Note shall bear interest at seven percent --------- (7%) per annum and shall be due and payable in accordance with the terms thereof. The Purchase Price shall be subject to the cash portion adjustment, and Purchaser's obligation to make payments in respect of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company Note shall be entitled subject to receive offset, in accordance with Section 2.3. Purchaser's obligation to make ------------ payments in respect of the Earn-Out Amount determined and payable as provided Note shall also be subject to offset in this accordance with Section 2.3(b).9.7. ------------ (ic) PentaStar agrees that$125,000, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. which amount shall be deposited into an escrow (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "EarnESCROW") established to secure certain indemnification obligations of Seller hereunder arising out of Pre-Out Closing Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out AmountAid Irregularities, if any, pursuant to and subject to the Company. The Earn-Out Amount terms of an escrow agreement (the "ESCROW AGREEMENT"), in substantially the form of Exhibit G attached --------- hereto, and which amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved disbursed in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days terms of the expiration of the 20-day period described in Section 2.3(b)(ii)Escrow Agreement.

Purchase Price Payment. (a) The consideration payable purchase price to be paid by the Acquiror Buyer to the Company Seller for the Acquired Assets will consist of hereunder shall be EIGHT MILLION FIVE HUNDRED THOUSAND DOLLARS (iU.S. $8,500,000.00) cash in an amount of $2,100,000; the aggregate (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Price"), subject to adjustment as set forth in Sections 2.6 and 2.7 hereof, respectively. At The Purchase Price shall be paid in cash in United States dollars by the Buyer to the Seller as follows: (i) concurrently with the execution and delivery hereof, a deposit in the amount of $340,000.00 (the "Deposit") shall be deposited into escrow by the Buyer pursuant to the terms of the Escrow Agreement (as defined below); and (ii) at the Closing, the Acquiror will (i) pay sum of $8,160,000.00, but less an amount equal to all interest earned on the Company Deposit, by wire transfer to an account or accounts designated by the Company $1,600,000 of the cash portion of the Purchase Price, (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow AgreementSeller. (b) In addition The Deposit shall be held in escrow pursuant to the cash portion terms and provisions of the Escrow Agreement, dated as of the date hereof (the "Escrow Agreement"), among the Seller, the Buyer and Xxxxxx & King, P.C., counsel to the Seller, as Escrow Agent (the "Escrow Agent"). Pursuant to the Escrow Agreement, among other matters, at the Closing hereunder, the Escrow Agent shall deliver all funds held in escrow, i.e., the entire Deposit ($340,000.00) plus all interest thereon, to the Seller to be credited as payment of part of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b)hereunder. (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii).

Purchase Price Payment. (a) The As consideration payable by for the Acquiror purchase of the Share, the Purchaser shall pay to the Company for the Acquired Assets will consist of (i) cash in an amount of $2,100,000; (ii) such number of PentaStar Shares (rounded to the nearest whole share) Shareholders as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 follows (such number of shares being aggregate consideration hereinafter collectively referred to as the "Closing SharesPurchase Price"): (i) to the Shareholders, pro rata in proportion to their respective percentage ownership of the Stock as set forth on EXHIBIT A attached hereto, an aggregate of $20,000,000 in cash, by wire transfer in immediately available funds (as unadjusted, the "Unadjusted Cash Payment"), such amounts to be subject to a decrease by the Adjustment Amount as provided in SECTION 2.03 (as adjusted, the "Cash Payment"); plus (ii) the amount, if any, of the Earn-out Payment, as provided in SECTION 2.04; as further adjusted by (iii) the assumption adjustment as provided in SECTION 4.01 of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Price"). At the Closing, the Acquiror will (i) pay to the Company by wire transfer to an account designated by the Company $1,600,000 of the cash portion of the Purchase Price, (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Master Transaction Agreement. (b) In addition At the Closing, the Purchaser shall deliver: (i) to each Shareholder his respective portion of an amount equal to (a) the Unadjusted Cash Payment, as decreased by the Estimated Adjustment Amount as provided in SECTION 2.02(c), minus (b) the Escrow Amount delivered to the cash portion Escrow Agent pursuant to SECTION 2.02(b)(II), such amount to be allocated pro rata between the Shareholders in accordance with their respective percentage ownership of the Purchase Price Stock as set forth on EXHIBIT A attached hereto, by wire transfer of immediately available funds to the account of such Shareholder, written notice of which account shall have been provided to the Purchaser not less than three (3) business days prior to the Closing. The aggregate cash payment to be paid to the Shareholders at the Closing (after giving effect to the decrease by the Estimated Adjustment Amount) together with the Escrow Amount, is hereinafter referred to as the "Estimated Cash Payment;" and (ii) to Frost National Bank, as escrow agent (the "Escrow Agent"), an amount equal to Two Million Dollars ($2,000,000) (together with the amounts deposited pursuant to SECTION 2.08, the "Escrow Amount"). The Escrow Amount shall be maintained by the Escrow Agent pursuant to the terms of SECTION 2.08 hereof and the Escrow Agreement in substantially the form of EXHIBIT E attached hereto (the "Escrow Agreement") by and among the Purchaser, the Shareholders and the Escrow Agent. (c) As soon as reasonably practical, but in no event later than ten (10) business days prior to the Closing, the Shareholders shall in good faith cause to be prepared and delivered to the Purchaser estimated consolidated and individual balance sheets (as finally agreed upon by the parties, the "Estimated Closing Shares payable Date Balance Sheet") of the Companies, which shall set forth on both a consolidated and issuable individual basis, an estimate of the assets and liabilities of the Companies as of the Closing Date to be calculated and prepared in accordance with GAAP (subject to SECTION 2.02(d)) and to be delivered to the Purchaser. The Purchaser and the Shareholders shall, after reviewing the balance sheet prepared by the Shareholders, in good faith attempt to agree upon the Estimated Closing Date Balance Sheet. The amount of assets reflected on the Estimated Closing Date Balance Sheet shall hereinafter be referred to as the "Estimated Assets" and the amount of liabilities reflected thereon shall hereinafter be referred to as the "Estimated Liabilities." For purposes of calculating the Estimated Cash Payment due to the Shareholders at the Closing pursuant to Section 2.3(aSECTION 2.02(b)(I), the Company Unadjusted Cash Payment shall be entitled decreased by the amount by which the Estimated Assets are less than Six Million Three Hundred Thousand Dollars ($6,300,000) and further decreased by the aggregate amount of the Estimated Liabilities (the aggregate amount of such decreases being hereinafter referred to receive as the Earn-Out Amount determined and payable as provided in this Section 2.3(b"Estimated Adjustment Amount"). (d) The Estimated Closing Date Balance Sheet and the Closing Date Balance Sheet shall be prepared consistent with the following: (i) PentaStar agrees that, during In addition to any other liabilities reflected on the Earn-Out PeriodClosing Date Balance Sheet, the Acquiror will conduct following shall be accounted for as "Liabilities" of the operations represented Companies as of the Closing Date: Balance of the Loan to Central Fidelity Bank to be paid off at Closing Balance of payment to Visionary, Inc. of Maryland to be paid off at Closing Severance Payments to Employees Termination Payments to Phantom Doctors Payments to Executive Officers Deferred Bonuses Accrued Bonuses Amounts accrued for 401(k) Contributions for 1997 Transaction costs incurred prior to the Closing Date by the Acquired Assets in Companies associated with the ETI Region as a separate subsidiary negotiation, execution and consummation of PentaStar with no transactions contemplated by this Agreement, the Master Transaction Agreement, the PC Purchase Agreement and other operations. PentaStar agrees thatdocuments contemplated herein, during the Earn-Out Periodincluding, it will but not allocate any corporate expense or otherwise cause the ETI Region limited to incur any corporate or other expense not specifically related to the business of the ETI Regionlegal fees. (ii) As soon as reasonably practicable after The funds provided to Dr. Sarnit since December 31, 1996 and accounted for on the end books and records of the Earn-Out Period, and Companies as reimbursement for business expenses or amounts in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement excess of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute reasonable compensation shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paidextent such expenses are not reasonable business expenses, in PentaStar's sole discretionreclassified as a loan to Dr. Samit, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined repaid by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately Dr. Samit prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account or concurrent with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are Closing as contemplated in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the CompanySECTION 7.19. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii).

Purchase Price Payment. (a) The consideration Subject to the provisions of this Section 2.4, the aggregate purchase price payable by the Acquiror to the Company Buyer for the Acquired Assets will consist of (ithe “Purchase Price”) cash in an amount of $2,100,000; (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) shall be the assumption of the Assumed Liabilities; and Liabilities plus the dollar amount equal to the sum of: (ivi) the Earn-Out Amount payable pursuant Closing Consideration described in Section 2.4(b) below plus (ii) the Escrow Fund as described in Section 2.4(c) and elsewhere in this Agreement plus (iii) the Earnout Consideration (as hereinafter defined), if any. (b) At the Closing, subject to the terms and conditions of this Agreement, the Buyer or the Parent shall deliver to the Seller Two Million Seven Hundred Fifty Four Thousand Six Hundred Fifty Five and 06/100 Dollars ($2,754,655.06) in cash less the Escrow Fund in accordance with Section 2.3(b2.4(c) below (collectively the "Purchase Price"“Closing Consideration”). Payment of the Closing Consideration to the Seller shall be in accordance with the wire and delivery instructions set forth on Schedule 2.4(b). (c) At the Closing, the Acquiror will Buyer or the Parent shall deliver to U.S. Bank National Association (ithe “Escrow Agent”), an amount equal to Two Hundred Ninety Two Thousand Two Hundred Forty Nine and 06/100 Dollars ($292,249.06) pay to (the Company by wire transfer to an account designated by the Company $1,600,000 of the cash portion of the Purchase Price, (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable “Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with ”), to be held by the Escrow Agent in escrow pursuant to the terms and conditions of an escrow agreement by and among the Seller, the Buyer, the Members and the Escrow Agent in substantially the form as attached as Exhibit A hereto (which Closing Shares shall be issued by PentaStar in the name “Escrow Agreement”), to provide the Buyer with security for the indemnification obligations of the Company Seller and contributed by PentaStar the Members pursuant to Section 9 of this Agreement. Subject to the Acquiror immediately prior to determination of any claims asserted by the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in Buyer against the Escrow Account shall be held and disbursed according to Fund in accordance with the terms of this Agreement and the Escrow Agreement, the remaining balance of the Escrow Fund, if any, together with any interest accrued on the Escrow Fund, if any, shall be released to the Seller eighteen (18) months from the Closing Date; provided, however, that any amounts reserved for pending indemnity claims asserted by the Buyer on or prior to the date of the release of the Escrow Fund shall be retained in escrow until such time as such pending indemnity claim of the Buyer is satisfied or settled in accordance with the terms and conditions of this Agreement and the Escrow Agreement. All costs and expenses relating to the Escrow Agent and the administration of the Escrow Fund shall be borne equally by the Seller and the Buyer, with the Seller’s share to be deducted from the Escrow Fund in accordance with the Escrow Agreement. (bd) In addition to At the cash portion of Closing, the Purchase Price Buyer and the Closing Shares payable and issuable at Seller shall execute an earnout agreement (the “Earnout Agreement”) in substantially the form of Exhibit B attached hereto, pursuant to which, for the period commencing on the Closing pursuant to Section 2.3(a)Date and continuing thereafter for a period of two years, the Company Seller shall be entitled eligible to receive the Earn-Out Amount determined and payable Earnout Consideration (as provided defined in this Section 2.3(bthe Earnout Agreement). (e) The Seller shall deliver to the Buyer one (1) day prior to the Closing Date (i) PentaStar agrees thatthe Estimated Closing Date Balance Sheet prepared, during the Earnexcept for those non-Out PeriodGAAP items identified by Seller in Schedule 3.5, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar accordance with no other operations. PentaStar agrees thatGAAP, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. and (ii) As soon as reasonably practicable after the end of the Earn-Out Period, a calculation and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for Average Cash Balance calculated in accordance with Schedule 2.4(e) and the EarnClosing Cash Balance (collectively the “Estimated Closing Date Statement”). If the Purchase Consideration Adjustment based on the Estimated Closing Date Statement is greater than $0, the Closing Consideration shall be increased on a dollar-Out Period and a written calculation for-dollar basis, provided that any Purchase Consideration Adjustment that results in an increase of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute Closing Consideration shall be resolved as provided included in the Escrow Fund at the Closing (the “Escrow Adjustment”), and subject to Section 2.3(b)(v2.4(f). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by released from the Company. (iii) Within 10 Business Days after Escrow Fund to the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company Buyer or the resolution of any disputes under Section 2.3(b)(v), Seller (as the case may be, ) within fifteen (15) days after the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, Closing Date Statement becomes final and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agentbinding. If the Earn-Out Amount becomes payable by Purchase Consideration Adjustment based on the AcquirorEstimated Closing Date Statement is less than $0, the Company Closing Consideration shall pay to Mr. Xxxxxx be decreased on a dollar-for-dollar basis. (xxwever delivery may be delayed if such shares are in escrowf) the amount determined pursuant to Exhibit 2.3(b)(iiiWithin ninety (90) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock days from the Company in Closing Date, the same proportions Buyer shall prepare and provide to the Seller (i) a balance sheet of the Seller, as of 12:01 a.m. Eastern Standard Time on the cash and PentaStar Common Stock comprising the Earn-Out Amount Closing Date (the shares “Final Closing Date Balance Sheet”) prepared, except for those non-GAAP items identified by Seller in Schedule 3.5, in accordance with GAAP, and (ii) confirmation of PentaStar Common Stock, if any, issued the Average Cash Balance calculated in accordance with Schedule 2.4(e) and the name of Mr. Xxxxxx xxx referred to as Closing Cash Balance (the "Rowlxx Xxxres")“Closing Date Statement”). The cash portion Seller may submit to the Buyer, not later than ten (10) days from receipt of the Earn-Out Amount Closing Date Statement from the Buyer, a list of the components of the Closing Date Statement with which the Seller disagrees, if any (a “Dispute Notice”). If no Dispute Notice is provided prior to such date, the Closing Date Statement shall be paid by wire transfer deemed to an account designated have been accepted and agreed to by the Company. (iv) Seller and shall be final and binding on the Parties. In the event that PentaStar sells of a Dispute Notice, the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar Buyer and the Company will Seller shall thereafter for a period of up to twenty (20) days negotiate in good faith to resolve any items of dispute, provided that if the . Any items of dispute is which are not so resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain shall be submitted to the Boston, Massachusetts office of Deloitte & Touche LLP (or office most geographically proximate to Bostonthe “Final Adjustment Auditor”), Massachusetts) BDO Seidxxx XXX which shall be retained to resolve any such dispute, the expenses of which resolution will shall be shared one-half by Buyer and one-half by the Seller. The determination of such Final Adjustment Auditor shall be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by binding on the CompanyParties, and BDO Seidxxx XXX will be retained under a retention letter executed by absent manifest error. (i) If the parties that specifies that Purchase Consideration Adjustment, as finally determined based upon the determination by said firm of any such disputes will be resolved in accordance with this Agreement Closing Date Statement (including determined pursuant to the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" procedures set forth in this AgreementSection 2.4(f)), by choosing exceeds the position of Arthxx Xxxexxxx X.X.P. or Purchase Consideration Adjustment determined based on the objecting party under Section 2.3(b)(iiEstimated Closing Date Statement (such excess, if any, referred to herein as the “Additional Purchase Consideration Adjustment”), without changethe Buyer shall, on or within 30 fifteen (15) days after the Closing Date Statement becomes final and binding, cause the Escrow Agent to release from the Escrow Fund to the Seller in cash the amount of the expiration Purchase Consideration Adjustment, if any, and shall pay to the Seller, in cash, the Additional Purchase Consideration Adjustment. (ii) If the Purchase Consideration Adjustment, as finally determined based upon the Closing Date Statement (determined pursuant to the procedures set forth in Section 2.4(f)), is less than the Purchase Consideration Adjustment determined based on the Estimated Closing Date Statement (such shortfall, if any, referred to herein as the “Reduced Purchase Consideration Adjustment,” which for purposes below shall be deemed to be a positive number), then, on or within fifteen (15) days after the Closing Date Statement becomes final and binding: 1. If the Reduced Purchase Consideration Adjustment is less than or equal to the Escrow Adjustment, if any, the Seller shall cause the Escrow Agent to release to the Buyer from the Escrow Fund, the amount of the 20-day period described Reduced Purchase Consideration Adjustment and the Buyer shall cause the Escrow Agent to release from the Escrow Fund to the Seller the amount by which the Escrow Adjustment, if any, exceeds the Reduced Purchase Consideration Adjustment. 2. If the Reduced Purchase Consideration Adjustment is more than the Escrow Adjustment, if any, the Seller shall cause the Escrow Agent to release to the Buyer from the Escrow Fund the Escrow Adjustment, if any, and, at the option of the Buyer, the Seller and the Members shall, jointly and severally, pay to the Buyer in Section 2.3(b)(ii)cash the amount by which the Reduced Consideration Adjustment exceeds the Escrow Adjustment, if any, or shall cause the Escrow Agent to release from the Escrow Fund to the Buyer the amount by which the Reduced Purchase Consideration Adjustment exceeds the Escrow Adjustment, if any.

Purchase Price Payment. (a) The consideration payable by At the Acquiror to First Closing, the Company for the Acquired Assets Buyer will consist of (i), by wire transfer or other delivery of immediately available funds, (A) cash in an amount of deposit $2,100,000; 260,000 (the "Non-Indemnity Deposit") and $200,000 (the "Lease Extension Deposit") into the Escrow Account, (B) pay $1,815,800 to Country and deposit $325,000 into the Escrow Account, (C) pay $271,650 to GRM and deposit $38,750 into the Escrow Account, and (D) pay $66,025 to Rocky and deposit $9,375 into the Escrow Account, and (ii) such number of PentaStar Shares (rounded to assume the nearest whole share) as have an aggregate Fair Market Value as Assumed Liabilities of the date of this Agreement of $950,000 First Sellers (such number of shares being referred to as the "Closing Shares"); (iiib) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Price"). At the First Closing, the Acquiror Buyer will (i) pay to the Company by wire transfer to an deposit into a demand deposit account designated by the Company $1,600,000 of the cash portion of the Purchase Price, (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company Buyer and contributed by PentaStar the Shareholders' Agent an amount equal to the Acquiror immediately prior Reserve Amount pertaining to the First Sellers' Business, and such funds shall initially constitute the Liabilities Reserve for the First Sellers. At the Second Closing) , the Buyer will deposit into a demand deposit account in the name of the Buyer and (iii) assume the Assumed Shareholders' Agent an amount equal to the Reserve Amount pertaining to Rifle's Business, and such funds shall initially constitute the Liabilities Reserve for Rifle. The funds on deposit in the Liabilities Reserve will belong to the Sellers, subject to the provisions of this Section 2.3(b). Following the Closing, the Liabilities Reserve will be applied to the payment of Reserved Seller Liabilities, by disbursements from that account by the Buyer or the Shareholders' Agent, as the Reserved Seller Liabilities become due and payable. To the extent that the Buyer receives a bill xx invoice representing, or is otherwise aware of, any Reserved Seller Liabilities, the Buyer may cause funds to be disbursed from the Reserve Amount to satisfy such Reserved Seller Liabilities. Reserved Seller Liabilities representing accrued vacation and other accrued employee benefits will be satisfied by payment of the amount thereof to the Buyer as the Buyer provides such benefits or makes cash payments in lieu thereof to employees. The Accounts Receivable Escrow FundShareholders' Agent will take all actions necessary to cause the Liabilities Reserve to be applied to satisfy Reserved Seller Liabilities and, if the Liabilities Reserve has been exhausted, the Closing Shares Sellers and the other property held Shareholders will provide additional funds as required to satisfy Reserved Seller Liabilities. Nothing in this Agreement will be deemed to limit the joint and several obligations of the Sellers and the Shareholders to pay the Reserved Seller Liabilities in full. After all Reserved Seller Liabilities have been satisfied, any excess Liabilities Reserve on deposit in the Escrow Account shall be held and disbursed according account created pursuant to this Agreement and Section 2.3(b) will be paid to the Escrow Sellers. Any disputes concerning the Liabilities Reserve will be settled by arbitration as provided in this Agreement. (bc) In addition to As soon as practicable after the cash portion Closing, but effective as of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a)Closing, the Company shall be entitled to receive parties will prepare and initial a "Price Allocation Schedule" allocating the Earn-Out Amount determined and payable total consideration for the Acquired Assets acquired from a Seller among the various categories of Acquired Assets as provided in this Section 2.3(b). (i) PentaStar agrees that, during described below. In preparing the Earn-Out PeriodPrice Allocation Schedule, the Acquiror parties will conduct allocate the operations represented by total consideration for the Acquired Assets acquired from a Seller among the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii).manner:

Purchase Price Payment. (a) The consideration payable by the Acquiror to the Company purchase price for the Acquired Assets will consist of (i) cash is $925,400 plus $17,300 paid by the Seller for the Multiquip generator, $10,200 paid by the Seller for new portable toilets and $19,200 paid by the Seller for a new John Xxxre 970 tractor and loader and Rhino equipment purchased in an amount of $2,100,000; (ii) such number of PentaStar Shares (rounded to connection therewith, decreased for the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Price")Rental Equipment Adjustment. At the Closing, the Acquiror Buyer will (i) by wire transfer or other delivery of immediately available funds, (A) pay to the Company by wire transfer Seller (subject to an account designated by Section 2.3(b)) $879,600, subject to decrease for the Company Rental Equipment Adjustment, less $1,600,000 of 1,800.00 representing the cash portion of the Purchase Priceestimated Pre-Closing Personal Property Tax Amount, and (iiB) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares 92,500 into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iiiii) assume the Assumed LiabilitiesLiabilities (and the amounts paid and deposited to and in respect of the Seller and the Assumed Liabilities will constitute the full purchase price for the Acquired Assets). The Accounts Receivable Escrow Fund, the Closing Shares and the other property held amount deposited in the Escrow Account shall will belong to the Seller, subject to the Seller's indemnification obligations set forth in this Agreement, and will be held held, invested, administered and disbursed according to this Agreement Section 7.1(b) hereof and the Escrow Agreement. (b) In addition At the Closing, the Buyer will deposit into a demand deposit account in the names of the Buyer and the Shareholders' Agent, from the amount otherwise payable to the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing Seller pursuant to Section 2.3(a5 2.3(a)(i)(A), an amount equal to the Company Reserve Amount, and such funds shall initially constitute the Liabilities Reserve. The funds on deposit in the Liabilities Reserve will belong to the Seller, subject to the provisions of this Section 2.3(b). Following the Closing, the Liabilities Reserve will be entitled applied to receive the Earn-Out Amount determined payment of Reserved Seller Liabilities, by disbursements from that account upon the joint signatures of a representative of the Buyer and payable the Shareholders' Agent, as the Reserved Seller Liabilities are ascertained. To the extent that the Buyer receives a bill xx invoice representing, or is otherwise aware of, any Reserved Seller Liabilities, the Shareholders' Agent shall sign checks drawn on the Liabilities Reserve to satisfy such Reserved Seller Liabilities promptly upon the request of Buyer. Reserved Seller Liabilities representing accrued vacation and other accrued employee benefits with respect to those persons who are employees of the Seller as of immediately prior to the Closing Date and who become employees of the Buyer effective as of the Closing will be satisfied by payment of the amount thereof to the Buyer as the Buyer provides such benefits or makes cash payments in lieu thereof to employees. The Shareholders' Agent will take all actions necessary to cause the Liabilities Reserve to be applied to satisfy Reserved Seller Liabilities and, if the Liabilities Reserve has been exhausted, the Seller and the Shareholders will provide additional funds as required to satisfy Reserved Seller Liabilities. Nothing in this Agreement will be deemed to limit the joint and several obligations of the Seller and the Shareholders to pay the Reserved Seller Liabilities in full. After all Reserved Seller Liabilities have been satisfied, any excess Liabilities Reserve on deposit in the account created pursuant to this Section 2.3(b) will be paid to the Seller. Any disputes concerning the Liabilities Reserve will be settled by arbitration as provided in this Section 2.3(b)Agreement. (c) As soon as practicable after the Closing, but effective as of the Closing, the parties will prepare and initial a "Price Allocation Schedule", allocating for Tax reporting purposes the total consideration for the Acquired Assets among the various categories of Acquired Assets in the following order and amounts: (i) PentaStar agrees that, during the Earn-Out Periodto cash and cash equivalents, the Acquiror will conduct $400 amount on the operations represented by Closing Balance Sheet; (ii) to Closing Accounts Receivable, the amount on the Closing Balance Sheet; (iii) to Closing Inventory, the amount on the Closing Balance Sheet; (iv) to equipment and leasehold improvements, the greater of the appraised fair market value (if the Buyer in its sole discretion obtains an appraisal before or after the Closing) or the current book value thereof as reflected on the Closing Balance Sheet; (v) to prepaid expenses, the unamortized balance on the Closing Balance Sheet; (vi) to any other assets, other than goodwill, the amount on the Closing Balance Sheet; and (vii) the entire remaining balance of the consideration shall be allocated to the goodwill of the Seller's business or, at the Buyer's sole discretion, to the other intangible assets which are included in the Acquired Assets. The parties acknowledge that such allocations for Tax reporting purposes were determined pursuant to arm's length bargaining regarding the fair market values of the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply accordance with the provisions of Code Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding1060. The fees and expenses of BDO Seidxxx XXX will parties agree to be paid 50% by PentaStar and 50% bound by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" allocations set forth in this Agreement)the Price Allocation Schedule for all federal, by choosing state and local Tax reporting purposes, including for purposes of determining any income, gain, loss, depreciation or other deductions in respect of such assets. The parties further agree to prepare and file all Tax Returns (including Form 8594 under the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described Code) in Section 2.3(b)(ii)a manner consistent with such allocations.

Purchase Price Payment. (a) The consideration Subject to the provisions of this Section 2.4, the aggregate purchase price payable by the Acquiror to the Company Buyer for the Acquired Assets will consist of (the “Purchase Price”) shall be the dollar amount equal to the sum of: (i) cash the Closing Consideration described in an amount of $2,100,000; Section 2.4(b) below plus (ii) such number of PentaStar Shares the Earnout Consideration (rounded as hereinafter defined), if any. (b) At the Closing, subject to the nearest whole shareterms and conditions of this Agreement, the Buyer shall deliver to the Seller One Million Seven Hundred Fifty Thousand Dollars ($1,750,000.00) as have an aggregate Fair Market Value as in cash less the Escrow Fund in accordance with Section 2.4(c) below (the “Closing Consideration”). Payment of the date of this Agreement of $950,000 Closing Consideration to the Seller shall be in accordance with the wire and delivery instructions set forth on Schedule 2.4(b). (such number of shares being referred to as the "Closing Shares"); (iiic) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Price"). At the Closing, the Acquiror will Buyer or the Parent shall deliver to BNY MELLON, N.A., a national banking association (ithe “Escrow Agent”), an amount equal to One Hundred Seventy Five Thousand Dollars ($175,000.00) pay to Dollars (the Company by wire transfer to an account designated by the Company $1,600,000 of the cash portion of the Purchase Price, (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable “Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with ”), to be held by the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar escrow pursuant to the Acquiror immediately prior terms and conditions of an escrow agreement by and among Seller, Buyer and the Escrow Agent in substantially the form as attached as Exhibit A hereto (the “Escrow Agreement”), to provide Buyer with security for the indemnification obligations of Seller pursuant to Section 9 of this Agreement. Subject to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in determination of any claims asserted by Buyer against the Escrow Account shall be held and disbursed according to Fund in accordance with the terms of this Agreement and the Escrow Agreement, the remaining balance of the Escrow Fund, if any, together with any interest accrued on the Escrow Fund, if any, shall be released to Seller twelve (12) months from the Closing Date; provided, however, that any amounts reserved for pending indemnity claims asserted by Buyer on or prior to the date of the release of the Escrow Fund shall be retained in escrow until such time as such pending indemnity claim of the Buyer is satisfied or settled in accordance with the terms and conditions of this Agreement and the Escrow Agreement. All costs and expenses relating to the Escrow Agent and the administration of the Escrow Fund shall be borne by the Buyer. (bd) In addition to At the cash portion of Closing, the Purchase Price Buyer and the Closing Shares payable and issuable at Seller shall execute an earnout agreement (the “Earnout Agreement”) in substantially the form of Exhibit B attached hereto, pursuant to which, for the period commencing on the Closing pursuant to Section 2.3(aDate and continuing thereafter for a period of thirty six (36) months (the “Earnout Period”), the Company Seller shall be entitled eligible to receive the Earn-Out Amount determined and payable Earnout Consideration (as provided defined in this Section 2.3(bthe Earnout Agreement). (e) The Seller shall deliver to the Buyer within three (3) days prior to the Closing Date (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. Estimated Closing Date Balance Sheet and (ii) As soon as reasonably practicable after the end of the Earn-Out Period, a calculation and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for Estimated Closing Date Net Working Capital calculated from the EarnEstimated Closing Date Balance Sheet (the “Estimated Closing Date Statement”), each prepared in accordance with GAAP. If the Purchase Consideration Adjustment based on the Estimated Closing Date Statement is greater than $0, the Closing Consideration shall be increased on a dollar-Out Period and a written calculation for-dollar basis, provided that any Purchase Consideration Adjustment that results in an increase of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute Closing Consideration shall be resolved as provided included in the Escrow Fund at the Closing (the “Escrow Adjustment”), and subject to Section 2.3(b)(v2.4(f). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by released from the Company. (iii) Within 10 Business Days after Escrow Fund to the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company Buyer or the resolution of any disputes under Section 2.3(b)(v), Seller (as the case may be) within fifteen (15) days after the Closing Date Statement becomes final and binding. If the Purchase Consideration Adjustment based on the Estimated Closing Date Statement is less than $0, the Acquiror Closing Consideration shall pay be decreased on a dollar-for-dollar basis. (f) Within ninety (90) days from the Earn-Out AmountClosing Date, if any, Buyer shall prepare and provide to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion Seller (i) a balance sheet of the Earn-Out Amount is paid in PentaStar Common StockSeller, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date close of business on the Closing Date (the “Final Closing Date Balance Sheet”) and (ii) a calculation and statement of the Final Closing Date Net Working Capital (the “Closing Date Statement”), each prepared in accordance with GAAP. The Seller may submit to Buyer, not later than twenty (20) days from receipt of the Closing Date Statement from Buyer, a list of the components of the Closing Date Statement with which the Seller disagrees, if any (a “Dispute Notice”). If no Dispute Notice is provided prior to such Earn-Out Amount is paiddate, and such shares the Closing Date Statement shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, deemed to have been accepted and contributed by PentaStar agreed to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (Seller and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by final and binding on the Company. (iv) Parties. In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Perioda Dispute Notice, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar Buyer and the Company will Seller shall thereafter for a period of up to twenty (20) days negotiate in good faith to resolve any items of dispute, provided that if the . Any items of dispute is which are not so resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain shall be submitted to the Boston, Massachusetts office of KPMG (or office most geographically proximate to Bostonthe “Final Adjustment Auditor”), Massachusetts) BDO Seidxxx XXX which shall be retained to resolve any such dispute, the expenses of which resolution will shall be shared one-half by Buyer and one-half by the Seller. The determination of such Final Adjustment Auditor shall be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by binding on the CompanyParties, and BDO Seidxxx XXX will be retained under a retention letter executed by absent manifest error. (i) If the parties that specifies that Purchase Consideration Adjustment, as finally determined based upon the determination by said firm of any such disputes will be resolved in accordance with this Agreement Closing Date Statement (including determined pursuant to the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" procedures set forth in this AgreementSection 2.4(f)), by choosing exceeds the position of Arthxx Xxxexxxx X.X.P. or Purchase Consideration Adjustment determined based on the objecting party under Section 2.3(b)(iiEstimated Closing Date Statement (such excess, if any, referred to herein as the “Additional Purchase Consideration Adjustment”), without changethe Buyer shall, on or within 30 fifteen (15) days after the Closing Date Statement becomes final and binding, cause the Escrow Agent to release from the Escrow Fund to the Seller in cash the amount of the expiration Purchase Consideration Adjustment, if any, and shall pay to Seller, in cash, the Additional Purchase Consideration Adjustment. (ii) If the Purchase Consideration Adjustment, as finally determined based upon the Closing Date Statement (determined pursuant to the procedures set forth in Section 2.4(f)), is less than the Purchase Consideration Adjustment determined based on the Estimated Closing Date Statement (such shortfall, if any, referred to herein as the “Reduced Purchase Consideration Adjustment” which for purposes below shall be deemed to be a positive number), then, on or within fifteen (15) days after the Closing Date Statement becomes final and binding: 1. If the Reduced Purchase Consideration Adjustment is less than or equal to the Escrow Adjustment, if any, the Seller shall cause the Escrow Agent to release to the Buyer from the Escrow Fund, the amount of the 20-day period described Reduced Purchase Consideration Adjustment and Buyer shall cause the Escrow Agent to release from the Escrow Fund to the Seller the amount by which the Escrow Adjustment, if any, exceeds the Reduced Purchase Consideration Adjustment. 2. If the Reduced Purchase Consideration Adjustment is more than the Escrow Adjustment, if any, the Seller and Members shall, cause the Escrow Agent to release to the Buyer from the Escrow Fund the Escrow Adjustment, if any, and, at the option of the Buyer, the Seller and Members shall, jointly and severally, pay to the Buyer in Section 2.3(b)(ii)cash the amount by which the Reduced Consideration Adjustment exceeds the Escrow Adjustment, if any, or shall cause the Escrow Agent to release from the Escrow Fund to the Buyer the amount by which the Reduced Purchase Consideration Adjustment exceeds the Escrow Adjustment, if any.

Purchase Price Payment. (a) The consideration payable by the Acquiror to the Company for the Acquired Assets will consist of (i) cash in an amount of $2,100,000; (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant Subject to Section 2.3(b) 2.2, the consideration (collectively the "Purchase Price") to be paid by Buyer to Seller for the Purchased Contracts will be Three Million Nine Hundred Thousand Dollars ($3,900,000). At the Closing, the Acquiror will Three Million Eight Hundred Thousand Dollars (i$3,800,000) pay to the Company by wire transfer to an account designated by the Company $1,600,000 of the cash portion of the Purchase Price, shall be paid to Seller in immediately available funds at Closing. The remaining One Hundred Thousand Dollars (ii$100,000) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow FundHoldback") and will be held by Attorney, Steve Brust at Smith, Gambrilx & Xxxxxxx, LLX xxx x xxxxxx of xxx xxxths to secure Seller's obligations under Section 6 hereof. Promptly (not more than ten (10) business days) after the stock certificates representing six months anniversary of the Closing Shares into the Date, Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar agent will remit to the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreement. (b) In addition to the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If Seller any portion of the Earn-Out Amount is paid in PentaStar Common StockHoldback that has not been applied to the satisfaction of Seller's obligations under Section 6 hereof. In case of a dispute regarding the Holdback amount, the number portion of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) Holdback not in dispute will be determined remitted to seller within ten (10) business days. In the event the dispute regarding the Holdback amount is not resolved in ten (10) business days than the issue of the disputed portion of the Holdback will be referred to an arbitrator mutually agreed upon by dividing both parties. The Holdback shall not be construed as a limitation of Seller's liability hereunder, and Seller shall remain liable for any obligations under section 6 hereof in excess of the Holdback. The Buyer has setup an escrow account with their Attorney, Steve Brust at Smith, Gambrilx & Xxxxxxx, LLX xx xxx xxxxxx of $00,000 (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 901% of the Fair Market Value purchase price). This amount will apply towards the purchase price on the closing date if the closing occurs as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agentscheduled. If the Earn-Out Amount becomes payable by Buyer fails to close on the Acquiror, closing date the Company shall pay above mentioned amount will go to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (seller within five business days and like wise if the Earn-Out Amount Buyer is comprised ready to close and the Seller backs out of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in deal the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX amount will be paid 50% by PentaStar and 50% by to the Company, and BDO Seidxxx XXX will be retained under Buyer from the Seller as a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii)penalty.

Purchase Price Payment. (a) The As consideration payable by for the Acquiror purchase of the Assets, Purchaser shall pay to the Company for Sellers, in cash allocated between the Acquired Assets will consist Sellers as set forth on EXHIBIT E hereto, the aggregate sum of Forty-Two Million Dollars and no/100 (i$42,000,000) cash in an amount of $2,100,000; (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Base Price"). At the Closing, the Acquiror will (i) pay subject to the Company by wire transfer to an account designated by the Company $1,600,000 of the cash portion of the Purchase Price, (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreement. (b) In addition to the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense increase or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v)decrease, as the case may be, by the Acquiror Adjustment Amount as provided in SECTION 2.03 (as adjusted, the "Purchase Price"). (b) At the Closing, Purchaser shall pay the Earn-Out Amount, if any, deliver: (i) to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretionSellers, in cash or PentaStar Common Stockallocated between the Sellers as set forth on EXHIBIT E-1, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock an amount equal to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value Base Price, as of the date such Earn-Out Amount is paidincreased or decreased, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx as the case may be, by the Estimated Adjustment Amount as provided in SECTION 2.02(C), minus (B) the amounts determined as set forth below, and contributed by PentaStar Escrow Amount delivered to the Acquiror Escrow Agent pursuant to SECTION 2.02(B)(II) (such amount determined by A-B being referred to herein as the "Estimated Cash Payment"), by wire transfer of immediately available funds to the accounts of the Sellers, written notice of which accounts shall have been provided to Purchaser not less than three (3) business day prior to the delivery Closing. (ii) to Southwest Bank of such shares Texas, N.A., as escrow agent (the "Escrow Agent"), an amount equal to One Million Two Hundred Fifty Thousand Dollars and no/100 ($1,250,000) (the "Escrow Amount"). The Escrow Amount shall be maintained by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company Escrow Agent pursuant to this Section 2.3(b)(iii)the terms of an Escrow Agreement in substantially the form of Exhibit F hereto (the "Escrow Agreement") by and among Purchaser, the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with Sellers and the Escrow Agent. If Of such Escrow Amount, an amount equal to Five Hundred Thousand Dollars and no/100 ($500,000) shall be held to satisfy the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stockamount, if any, issued owed by the Sellers to Purchaser pursuant to Section 2.03 (the "Adjustment Escrow Amount") and such Adjustment Escrow Amount, plus the earnings thereon, shall be released to Purchaser and/or the Sellers, as the case may be, upon final resolution of the Purchase Price pursuant to SECTION 2.03 (provided that any undisputed portion of the Adjustment Escrow Amount to which the Sellers or Purchaser may be entitled shall be delivered to the Sellers or Purchaser, as the case may be, as soon as possible after presentation by Purchaser of the drafts of Closing Date Balance Sheets), and the remainder shall be held to satisfy indemnification claims of Purchaser for a period of six-months following the Closing Date as more specifically set forth in the name of Mr. Xxxxxx xxx Escrow Agreement. The Estimated Cash Payment to be paid by Purchaser to the Sellers at the Closing plus the Escrow Amount is hereinafter referred to as the "Rowlxx XxxresEstimated Purchase Price.") (c) As soon as reasonably practical, but in no event later than five (5) business days prior to the Closing Date, the Sellers shall in good faith cause to be prepared and delivered to Purchaser estimated balance sheets (as finally agreed upon by the Parties, the "Estimated Closing Date Balance Sheets") and income statements for the period from January 1, 1999 until the Closing Date (as finally agreed upon by the Parties, the "Estimated Closing Date Income Statements") of the Acquired Businesses, on both an individual and consolidated basis, which shall set forth an estimate of the Current Assets (defined as the inventory, accounts receivable and prepaid expenses transferred to Purchaser) and the Balance Sheet Assumed Liabilities (defined as accounts payable and accrued expenses assumed by Purchaser) as of the Closing Date and an estimate of the EBITDA for the period from January 1, 1999 until the Closing Date, such Estimated Closing Date Balance Sheets and Estimated Closing Date Income Statements to be calculated and prepared in accordance with GAAP, applied on a basis consistent with past practices of Sellers. Purchaser and the Sellers shall, after reviewing the balance sheets and income statements prepared by the Sellers, in good faith attempt to agree upon the Estimated Closing Date Balance Sheets and the Estimated Closing Date Income Statements. The parties shall agree within five (5) business days as to the Estimated Closing Date Balance Sheets and Estimated Closing Date Income Statement or either party may terminate this Agreement (but such termination shall not effect the rights of the parties with respect to Breaches prior to such termination). The cash portion aggregate of the Earn-Out Amount Current Assets reflected on the Estimated Closing Date Balance Sheets shall hereinafter be paid by wire transfer referred to an account designated by as the Company. (iv) In "Estimated Current Asset Amount" and the event that PentaStar sells the operations conducted by the Acquiror prior to the end aggregate of the Earn-Out Period, PentaStar Balance Sheet Assumed Liabilities reflected in the Estimated Closing Date Balance Sheets shall require hereinafter be referred to as the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar "Estimated Balance Sheet Assumed Liabilities Amount" and the Company will negotiate in good faith estimated 1999 EBITDA Adjustment based upon the EBITDA reflected on the Estimated Closing Date Income Statements shall hereinafter be referred to resolve any dispute, provided that if as the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii).Estimated 1999 EBITDA

Purchase Price Payment. (a) The consideration payable by On the Acquiror terms and subject to the Company for conditions set forth in this Agreement, the Acquired Assets will consist of Buyer and Trucking agree (i) cash in to pay or cause to be paid to the Seller an aggregate amount equal to (x) $40,300,000, reduced by (y) the amount of $2,100,000; (ii) such number of PentaStar Shares (rounded any cash paid or distributed to the nearest whole shareShareholder from and after June 30, 2002 and prior to the Closing (other than regular wages or salary and reimbursement of legitimate business expenses in the ordinary course of business) as have an aggregate Fair Market Value as of in compliance with this Agreement, and increased by (z) the date of this Agreement of $950,000 Ordinary Income Adjustment (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively aggregate amount, the "Purchase Price"). , and (ii) to assume the Assumed Liabilities as provided in Section 1.7. (b) At the Closing, the Acquiror will Buyer and Trucking shall deliver to the Seller the Purchase Price by (i) pay to the Company by wire transfer of all but $1,000,000 of such amount in immediately available funds to an such bank account designated by the Company $1,600,000 of the cash portion of the Purchase Price, (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares Seller shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately specify at least five days prior to the Closing) , and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreement. (b) In addition to the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon wire transfer of $1,000,000 in immediately available funds to SouthTrust Bank or any other bank that is mutually acceptable, as reasonably practicable after Escrow Agent (the end "Escrow Agent"), to be held by the Escrow Agent on deposit in an escrow account (the "Escrow Account") for the benefit of the Earn-Out PeriodSeller and the Buyer, Trucking and in any event by March 31, 2001, PentaStar will cause other Buyer Indemnitees (as defined herein) to secure the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement potential obligations of the Acquiror for Seller and the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements Shareholder under this Agreement to make indemnification payments to the Company. Within 20 days after receipt of the Earn-Out Financial StatementsBuyer, each of PentaStar and the Company willTrucking, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved other Buyer Indemnitees as provided in Section 2.3(b)(v). The reasonable fees 7.1 and expenses of in the independent auditors for Escrow Agreement (the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii"Escrow Agreement") Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to executed at the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paidClosing, and such shares shall be issued by PentaStar substantially in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined form attached hereto as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii).A.

Purchase Price Payment. (a) The aggregate consideration payable by the Acquiror to the Company for the Acquired sale, assignment, transfer, conveyance and delivery by Sellers of the Assets will consist of to Buyers at Closing shall be (i) cash an aggregate purchase price (the “Purchase Price”), which shall be subject to adjustment in an accordance with Section 2.5, equal to the sum of (A) the Base Price, plus (B) the sum of the Estimated Fuel Inventory Value, the Estimated Total Change Fund Value and the Estimated Non-Fuel Inventory Value, minus (C) the Agreed Adjustment, minus (D) the Assigned Drop Value of any Rejected Properties, minus (E) the amount of $2,100,000; all Property Taxes allocable to Sellers in accordance with Section 6.2(b) that have not been paid prior to Closing, and plus (F) the amount of all Property Taxes allocable to Buyers in accordance with Section 6.2(b) but paid by Sellers prior to Closing (collectively, the “Closing Cash Payment”) and (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and , in each case without duplication. (ivb) the Earn-Out Amount payable pursuant to Section 2.3(bNot later than two (2) (collectively the "Purchase Price"). At the Closing, the Acquiror will (i) pay Business Days prior to the Company Closing Date, Buyers shall deposit or cause to be deposited, by wire transfer of immediately available federal funds in accordance with the Title Company’s written directions, with the Title Company, the Closing Cash Payment calculated in accordance with Section 2.4(a). On the Closing Date, the Title Company shall pay to an account designated or at the direction of Sellers, by wire transfer of immediately available federal funds in accordance with Sellers’ written directions, the Closing Cash Payment calculated in accordance with Section 2.4(a), minus the LSP Escrow Amount, if any. The LSP Escrow Amount, if any, shall (A) be placed by the Title Company $1,600,000 of into a separate account (the cash portion of the Purchase Price, (ii“LSP Escrow Account”) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent and (which Closing Shares shall B) be issued by PentaStar available solely to pay amounts (if any) owed pursuant to Section 2.5 and Section 5.9, in the name of the Company and contributed by PentaStar each case, subject to the Acquiror immediately prior to the Closing) terms and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held conditions set forth in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreement. (b) In addition to the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out LSP Escrow Amount, if any, shall be held in escrow as trust funds and shall not be subject to any Lien, attachment, trustee process or other judicial process of any creditor of any Person and shall be held and disbursed solely for the Companypurposes and in accordance with the terms of this Agreement and the Escrow Agreement. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion release of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the respective LSP Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common StockAmount, if any, issued shall occur as described in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior Escrow Agreement, subject to the end terms of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii).

Purchase Price Payment. The purchase price (a) The consideration payable by the Acquiror to the Company for the Acquired Assets will consist of (i) cash in an amount of $2,100,000; (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Price")) for Holdings Capital Stock is One Hundred Ninety-One Million Dollars ($191,000,000) subject to adjustment as provided in Section 2.2.1 and Section 2.4 below. At the Closing, the Acquiror will The Purchase Price shall be payable (without regard to any withholding obligations) as follows: (i) on the Closing Date, Schawk shall pay One Hundred Twelve Million Eight Hundred Thousand Dollars ($112,800,000) as adjusted pursuant to Section 2.2.1 below to the Company Stockholders' Representative on behalf of the Stockholders in immediately available funds by federal wire transfer to an account designated by the Company $1,600,000 of the cash portion of the Purchase PriceStockholders' Representative, (ii) deposit on the remaining Closing Date, Schawk shall issue and deliver Four Million (4,000,000) shares of Schawk's class A common stock, $500,000 of the cash portion of the Purchase Price 0.008 par value, (such $500,000 is referred to as the "Accounts Receivable Escrow FundSchawk Class A Common Stock") to Stockholders' Representative, or at the direction of Stockholders' Representative, to Stockholders pro rata in accordance with each Stockholder's Percentage, in the names and the stock certificates representing amounts specified by Stockholders' Representative on the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) Date and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, on the Closing Shares and Date, Schawk shall deliver, on behalf of Stockholders, Ten Million Dollars ($10,000,000) (the other property held "Escrow Amount") to the Escrowee named in the Escrow Account Agreement (the "Escrowee") in immediately available funds to an account designated by Escrowee who shall hold such funds pursuant to an escrow agreement (the "Escrow Agreement") in the form attached hereto and incorporated herein as Exhibit A. With respect to all holders of options (the "Option Holders") under the KAGT Holdings 2004 Equity Incentive Plan (the "Equity Plan") who have unexercised options at the effective time of the Closing, Holdings shall inform each such Option Holder that any amounts to which such Option Holder would otherwise become entitled upon the exercise of such options issued to such Option Holder under the Equity Plan shall be held delivered to a special compensatory trust established by Holdings, that is intended to be structured as a "rabbi trust" (the "KAGT Holdings Rabbi Trust"). The KAGT Holdings Rabbi Trust shall be established pursuant to a trust instrument reasonably satisfactory in form and disbursed according substance to this Agreement Schawk and the Escrow Agreement. Stockholders' Representative. Accounts shall be established under the KAGT Holdings Rabbi Trust to which amounts shall be allocated for each of the Option Holders equal to the amount (bincluding cash and, if applicable, shares of Schawk Class A Common Stock) In addition to which each such Option Holder would have been entitled had the options been exercised at the Closing Date. Such amounts, together with notional earnings thereon (payable with respect to the cash portion of the Purchase Price and the Closing Shares payable and issuable trust corpus at the Closing pursuant to Section 2.3(aa per annum rate of 5%), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the to each such Option Holder on no later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v)than July 1, as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, 2005. Notwithstanding anything to the Company. The Earn-Out Amount contrary contained herein, Stockholders' Representative shall be paid, have the right in PentaStar's its sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of discretion to reallocate the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the respective amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Schawk Class A Common Stock from consideration to be received by such Option Holders. The Escrow Amount, together with all interest and earnings thereon while held in escrow under the Company Escrow Agreement, are referred to collectively in the same proportions this Agreement as the cash and PentaStar "Escrow Funds." The shares of Schawk Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stockso delivered to Stockholders' Representative, if any, issued in the name of Mr. Xxxxxx xxx Stockholders or Escrowee are sometimes hereinafter referred to as the "Rowlxx XxxresRegisterable Securities." The Registerable Securities shall be entitled to the benefit of a registration rights agreement (the ")). The cash portion Registration Rights Agreement") in the form attached hereto and incorporated herein as Exhibit B. Said Registration Rights Agreement shall provide, inter alia, that the holders of the Earn-Out Amount Registerable Securities shall be paid by wire transfer entitled to an account designated by the Companyrequire three demand registrations and certain incidental registration rights. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii).

Purchase Price Payment. (a) The consideration payable Subject to the terms and conditions contained herein, each Seller hereby agrees to sell, transfer and assign to the Buyer (or one or more wholly owned subsidiaries of the Buyer as designated by the Acquiror Buyer), and the Buyer hereby agrees to the Company for the Acquired Assets will consist of purchase, acquire and accept from such Seller (i) cash in an amount the Purchased Shares to be sold by such Seller hereunder for a purchase price of $2,100,000; 95.50 per Purchased Share (the aggregate purchase price payable with respect to the Purchased Shares, the “Share Purchase Price”) and (ii) each Purchased Warrant to be sold by such number of PentaStar Shares Seller hereunder for a purchase price equal to $95.50 less the exercise price applicable to such Purchased Warrant (rounded the aggregate purchase price payable with respect to the nearest whole share) as have an aggregate Fair Market Value as of Purchased Warrants, the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "“Warrant Purchase Price"). At the Closing” and, together with Share Purchase Price, the Acquiror will (i) pay “Aggregate Purchase Price”), in each case, paid in cash in immediately available funds to the Company by wire transfer to an account account(s) hereafter designated by such Seller. Contemporaneously with the Company $1,600,000 delivery of the cash each Seller’s respective portion of the Aggregate Purchase Price, each Seller will cause to be delivered to Buyer (iior its designee) deposit the remaining $500,000 Purchased Interests to be sold hereunder by such Seller (or evidence of book-entry delivery). (b) The closing of the cash portion purchase and sale of the Purchase Price Purchased Interests (the “Closing”) will be held at the offices of Wachtell, Lipton, Xxxxx & Xxxx at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., local time, on as soon as practicable, but not more than two (2) Business Days after satisfaction (or waiver, if permissible) of the conditions set forth in Section 3 (other than conditions that by their nature are to be satisfied and are in fact satisfied at the Closing), or at such $500,000 other date, time or place as the parties may mutually agree. The date and time at which the Closing occurs is referred to as the "Accounts Receivable Escrow Fund") “Closing Date”. The representations and warranties of the Sellers and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreement. (b) In addition to the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" Buyer set forth in this Agreement (or contained in any certificate delivered pursuant to this Agreement) shall survive the Closing and shall terminate on the date which is twelve (12) months from the Closing Date, except that the representations and warranties set forth in Sections 1.2(b), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii1.2(c), without change1.2(d), within 30 days of 1.2(e), 1.2(f), 1.2(j), 1.2(k), 1.3(b), 1.3(c), 1.3(g) and 1.3(i) shall survive until the expiration of the 20-applicable statute of limitations. “Business Day” shall mean any day period described other than a Saturday, Sunday or day on which banking institutions in Section 2.3(b)(ii)New York are authorized or obligated by law or executive order to be closed.

Purchase Price Payment. (a) The Subject to Section 2.2, the consideration payable to be paid by the Acquiror Buyer to the Company Seller for the Acquired Purchased Assets will consist of be Nine Hundred Fourteen Thousand Dollars (i) cash in an amount of $2,100,000; (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b914,000) (collectively the "Purchase Price"). At the Closing, the Acquiror will Eight Hundred Twenty-Two Thousand Six Hundred Dollars (i$822,600) pay to the Company by wire transfer to an account designated by the Company $1,600,000 of the cash portion of the Purchase Price, Price shall be paid to Receiver in cash or other immediately available funds at Closing. The remaining Ninety-One Thousand Four Hundred Dollars (ii$91,400) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow FundHoldback") and the stock certificates representing will be held by Smith, Gambrell & Russell, LLX, xx exxxxx xxent , xxx a period of six months following the Closing Shares into the Escrow Account with to secure Seller's obligations hereunder. The Holdback shall be maintained by the Escrow Agent (which Closing Shares shall be issued by PentaStar pursuant to the terms of an Escrow Agreement substantially in the name form of Exhibit 2.1 hereto (the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the "Escrow Agreement. (b) In addition to the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar Buyer will promptly provide a copy advise Seller in advance of its causing any of the Earn-Out Financial Statements escrowed funds to the Company. Within 20 days after receipt be disbursed other than in payment of the Earn-Out Financial Statementsdeferred Purchase Price to Seller, each of PentaStar and the Company willallowing Seller no less than twenty days to attempt to eliminate, in a written notice to whole or in part, the other, either accept reason for the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to intended disbursement from the Earn-Out Financial Statements and escrow fund. Promptly (not more than ten (10) business days) after the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person six month anniversary of the Earn-Out Financial Statements. If any adjustments Closing Date, Buyer will instruct Escrow Agent to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, remit to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If Seller any portion of the Earn-Out Amount is paid Holdback that remains in PentaStar Common StockEscrow Agent's possession, in excess of the amount of any claims made by Buyer pursuant to the Escrow Agreement. In case of a dispute regarding the Holdback amount, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the EarnHoldback not in dispute will be remitted to Seller within ten (10) business days after expiration of such six-Out Amount shall be paid by wire transfer to an account designated by the Company. (iv) month period. In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute regarding the Holdback amount is not resolved within 10 in ten (10) business days following then the receipt issue of the proposed adjustments then PentaStar and disputed portion of the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution Holdback will be final and bindingreferred to an arbitrator mutually agreed upon by both parties. The fees and expenses Holdback shall not be construed as a limitation of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the CompanySeller's liability hereunder, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of Seller shall remain liable for any such disputes will be resolved obligations hereunder in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days excess of the expiration of the 20-day period described in Section 2.3(b)(ii)Holdback.

Purchase Price Payment. At the Closing on the Closing Date, ----------------------- subject to the terms and conditions set forth in this Agreement: (a) The consideration payable by DRCA agrees to sell, convey, transfer, and deliver the Acquiror PhysiCare Stock to OCI, and OCI agrees to purchase and accept the Company for the Acquired Assets will consist of (i) cash in an amount of $2,100,000PhysiCare Stock from DRCA; (iib) such number of PentaStar Shares (rounded Xxxxxxx agrees to sell, convey, transfer, and deliver the nearest whole share) as have an aggregate Fair Market Value as of Little Rock PA Stock to OHCSW, and OHCSW agrees to purchase and accept the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed LiabilitiesLittle Rock PA Stock from Xxxxxxx; and (ivc) Houston Asset Sellers agree to sell, convey, transfer, and deliver the Earn-Out Amount payable pursuant Houston Assets to Section 2.3(bOCI, and OCI agrees to purchase and accept the Houston Assets from Houston Asset Sellers. In full consideration for the sale, conveyance, transfer, and delivery to OCI of the PhysiCare Stock at the Closing, to OHCSW of the Little Rock PA Stock at the Closing, and to OCI of the Houston Assets at the Closing, Buyers shall pay to Sellers an aggregate total of Seven Million Seven Hundred Thousand Dollars ($7,700,000) (collectively the "Purchase Price"). At , subject to adjustment pursuant to the provisions of Section 8.5, and further reduced by any amount agreed by Buyers and Sellers at or prior to the Closing. The Purchase Price shall be allocated among Sellers in accordance with Schedule 3 attached hereto and shall be paid in cash or other immediately available funds at the Closing; provided, the Acquiror will however, that a total of Five Hundred Thousand Dollars (i$500,000) pay to the Company by wire transfer to an account designated by the Company $1,600,000 of the cash portion of the Purchase Price, (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred shall, in lieu of being paid to as Sellers at the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account Closing, be deposited with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar pursuant to the Acquiror immediately prior to the Closing) and Escrow Agreement (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreement. (b) In addition to the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved allocated among Sellers in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(iiSchedule 3 attached hereto).

Purchase Price Payment. (a) The consideration payable by the Acquiror to the Company for the Acquired Assets will consist of purchase price (i) cash in an amount of $2,100,000; (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Price"). At ) for the Closing, the Acquiror will (i) pay to the Company by wire transfer to an account designated by the Company $1,600,000 of the cash portion of the Purchase Price, (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued equal to an aggregate of $28,000,000, subject to adjustment in accordance with the provisions of subparagraph (b)(i) of this Section 1.3 and subject to reduction in accordance with the provisions of subparagraph (b)(iii) of this Section 1.3 by PentaStar in the name reason of the Company and contributed by PentaStar Company's failure to satisfy the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held earnings goals set forth in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreementsuch subparagraph. (b) In addition to the cash portion of the The Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b).paid by -- (i) PentaStar agrees thatBuyer's delivery to Sellers at the Closing of a wire transfer of immediately available funds to one or more accounts designated in writing by Sellers in the amount equal to $16,500,000 (the "Closing Payment"). The Closing Payment shall be adjusted as follows as of 12:01 a.m. on the Closing Date (as defined in Section 1.5 hereof), during but after taking into account the Earn-Out Period, the Acquiror will conduct the operations represented AAA Distributions (as defined in Section 1.3(c) hereof): (A) increased by the Acquired Assets in book value of all cash and accounts receivable of the ETI Region as a separate subsidiary Company (after giving effect to the AAA Distributions); and (B) decreased by the fair value of PentaStar with no all liabilities (other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate than liabilities or other expense not specifically related payables to or shareholder loans from the business Sellers) and accrued obligations of the ETI Region. Company, including (i) liabilities to any financial institution and (ii) As soon as reasonably practicable after the end any accrued and unused vacation pay of the Earn-Out PeriodCompany's employees (whether or not earned). As promptly as practicable, and but in any event not later than sixty (60) days after the Closing Date, the Buyer and the Company shall cause to be prepared and delivered to the Sellers a statement (the "Statement") of the adjustments, if any, required by March 31subparagraph (b)(i)(A) and (B) of this Section 1.3, 2001, PentaStar will cause which statement shall be audited by Buyer's certified public accountants and certified by such firm to have been prepared in accordance with generally accepted accounting principles consistently applied and in substantially the independent auditors who audit its manner used to prepare the Company's financial statements for the year 2000 period ending December 31, 1996. Subject to prepare an audited income statement the next literary paragraph, within fifteen (15) days after delivery to Sellers of the Acquiror for Statement, (x) the Earn-Out Period Sellers jointly and a written calculation of severally agree to pay to Buyer the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amountamount, if any, by which the adjustments in subparagraph (b)(i)(B) exceed the adjustments in subparagraph (b)(i)(A) and (y) the Buyer agrees to pay to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of Sellers the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stockamount, if any, issued by which the adjustments in subparagraph (b)(i)(A) exceed the name of Mr. Xxxxxx xxx adjustments in subparagraph (b)(i)(B) (the amounts payable pursuant to clauses (x) and (y) are hereinafter referred to collectively as the "Rowlxx XxxresPurchase Price Adjustment")). The cash portion of the Earn-Out Amount Purchase Price Adjustment shall be paid by wire transfer of immediately available funds. The parties shall treat any payment made pursuant to this subparagraph (b)(i) as an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior adjustment to the end Purchase Price for all purposes. If Sellers in good faith disagree with the Statement, then Sellers shall notify the Buyer in writing (the "Notice of Disagreement") of such disagreement within fifteen (15) days after delivery of the Earn-Out PeriodStatement to Sellers. The Notice of Disagreement shall set forth in reasonable detail the basis for the disagreement. Thereafter, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar Buyer and the Company will negotiate Sellers shall attempt in good faith to resolve any dispute, provided that if and finally determine the dispute is not resolved Statement. If Buyer and Sellers are unable to resolve the disagreement within 10 fifteen (15) days following the receipt after delivery of the proposed adjustments Notice of Disagreement, then PentaStar Buyer and Sellers shall select a mutually acceptable, nationally recognized independent accounting firm (such accounting firm being hereinafter referred to as the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts"Independent Accountant") BDO Seidxxx XXX to resolve such dispute, which resolution the disputed items and make a written determination with respect thereto. Such determination will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Companymade, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" written notice thereof given to Buyer and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without changeSellers, within 30 thirty (30) days of the expiration of the 20-day period described in Section 2.3(b)(ii).after such

Purchase Price Payment. (a) The As consideration payable by for the Acquiror purchase of the Stock, Purchaser shall pay to the Company for the Acquired Assets will consist of Shareholders: (i) cash in an amount of equal to Thirty-Eight Million Dollars ($2,100,000; (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b38,000,000) (collectively the "Purchase Price"). At the Closing, the Acquiror will (i) pay to the Company by wire transfer to an account designated by the Company $1,600,000 of the cash portion of the Purchase Price, (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreement. (b) In addition to the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a“Base Amount”), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense increased or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v)decreased, as the case may be, by the Acquiror Adjustment Amount as provided in Section 2.3 (the “Purchase Price”); (b) At the Closing, Purchaser shall pay deliver the Earn-Out following: (i) Purchaser shall deliver to Xxxxx Fargo Bank, N.A., as escrow agent (the “Escrow Agent”), an aggregate amount equal to Three Million Dollars ($3,000,000) (the “Escrow Amount, if any, to the Company”). The Earn-Out Escrow Amount shall be paidmaintained and disbursed by the Escrow Agent subject to the terms and conditions of an escrow agreement in substantially the form of Exhibit B attached hereto (the “Escrow Agreement”) by and among Purchaser, the Company Shareholder Representative and the Escrow Agent; (ii) Purchaser shall deliver to the Shareholders, in PentaStar's sole discretionproportion to their respective percentage ownership in the Company as set forth in Annex I hereto, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock an aggregate amount equal to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value Base Amount, increased or decreased, as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the AcquirorEstimated Adjustment Amount as provided in Section 2.3 (the “Estimated Purchase Price”) minus the Escrow Amount. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to All amounts payable under this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow2.2(b)(ii) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer of immediately available funds, allocated among the Shareholders in accordance with Annex I hereto, to an account designated the accounts of the Shareholders, written notice of which accounts shall have been provided to Purchaser by the Company. Company Shareholder Representative not less than two (iv2) In the event that PentaStar sells the operations conducted by the Acquiror Business Days prior to the end Closing; and (c) Following the Closing Date, upon the final determination of the Earn-Out PeriodAdjustment Amount and the Purchase Price, PentaStar Purchaser or the Shareholders, as the case may be, shall require make the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount payment as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i)2.3. (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii).

Purchase Price Payment. Subject to the terms and conditions of this ----------------------- Agreement and in reliance on the representations and warranties of the Seller contained herein, and in consideration of the sale, conveyance, transfer and delivery of all of the Assets, the Buyer agrees to pay to the Seller a purchase price of one million five hundred thousand ($1,500,000) dollars (in addition to the assumption of liabilities as set forth in Section 1.2), subject to adjustment as herein provided, if any, which amount shall be payable as follows: (a) The consideration payable If Buyer has a SEC registered public offering ("IPO") prior to or simultaneously with the Closing, then fifty (50%) percent of the total purchase price shall be paid by transfer and delivery of Seller's unregistered common stock at the Acquiror to same price as sold in the Company for IPO and fifty (50%) percent of the Acquired Assets will consist of total purchase price in cash; or (ib) cash in an amount of $2,100,000; (ii) such number of PentaStar Shares (rounded to the nearest whole share) as If Buyer does not have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred IPO but has a private placement common stock offering prior to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Price"). At or simultaneously with the Closing, the Acquiror purchase price will be paid fifty (i50%) pay percent in cash and Seller shall have an option to receive the Company by wire transfer to an account designated by balance in either cash or Seller's unregistered common stock priced at the Company $1,600,000 of the cash portion of the Purchase Price, (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to same price as the "Accounts Receivable Escrow Fund"private placement; or (c) and the If Buyer does not have any IPO or private placement stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately offering prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the purchase price shall be payable fifty (50%) percent in cash at Closing Shares and the other property held balance as follows: (1) If the Buyer has an IPO within twelve (12) months after the Closing, the balance by transfer and delivery of unregistered common stock of the Seller valued at the same sales price as sold to the public in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreement.IPO; or (b2) In addition to If the cash portion Buyer does not have an IPO but has a private placement of common stock of at least $2,000,000 within twelve (12) months after the Purchase Price and Closing, then the Closing Shares payable and issuable at Seller shall have the Closing pursuant to Section 2.3(a), the Company shall be entitled option to receive the Earn-Out Amount determined and balance in either cash (plus a sum equal to eight (8%) percent annual interest from the Closing Date) or unregistered common stock of the Seller valued at the same price as the private offering either payable as provided in this Section 2.3(b).or deliverable at the date of the closing of the private placement; or (i3) PentaStar agrees that, during If the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary Buyer does not have an IPO or private placement of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. at least $2,000,000 within twelve (ii12) As soon as reasonably practicable months after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common StockClosing, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii).balance plus interest at eight

Purchase Price Payment. (a) The In consideration payable by the Acquiror to the Company for the Acquired Assets purchase of the Assets, subject to Section 3.1(b), at the Closing AKDS will consist deliver to NDES or upon the instruction of NDES: (i) cash in an amount of $2,100,000; One Hundred Sixty-Six Thousand Six Hundred Sixty-Seven (166,667) AKDS Common Shares (the “Acquisition Shares”), and (ii) such number of PentaStar a warrant to purchase One Hundred Sixty-Six Thousand Six Hundred Sixty-Seven (166,667) Common Shares (rounded to the nearest whole share) as have at an aggregate Fair Market Value as of the date of this Agreement exercise price of $950,000 2.00 per share (such number the “Acquisition Warrant”) substantially in the form of shares Exhibit A to this Agreement; the Acquisition Shares and the Acquisition Warrant being collectively referred to as the "Closing Shares"“Acquisition Securities”); . The certificates that represent the Acquisition Shares (iii) the assumption “Share Certificates”), the Acquisition Warrant and the certificate that will represent the AKDS Common Shares to be issued upon the exercise of the Assumed Liabilities; and Acquisition Warrant (ivthe “Underlying Acquisition Shares”) shall each bear legends restricting their transferability to comply with the Earn-Out Amount payable pursuant exemption from registration under Section 4(a)(2) of the Securities Act. (b) NDES hereby instructs AKDS to deliver the Acquisition Securities to Mxxxxx at his address set forth in Section 2.3(b) (collectively 9.6. In lieu of delivering the "Purchase Price"). At Share Certificates to Mxxxxx at the Closing, the Acquiror will (i) pay may deliver to the Company by wire transfer to an account designated by the Company $1,600,000 NDES and Mxxxxx a true copy of the cash portion irrevocable written instruction of AKDS to its transfer agent instructing the transfer agent to issue the Acquisition Shares to Mxxxxx within three days of the Purchase Price, (ii) deposit the remaining $500,000 date of the cash portion of letter (the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreement. (b) In addition to the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b“Irrevocable Order”). (ic) PentaStar agrees thatUpon delivery of the Acquisition Securities (or, during in the Earn-Out Periodalternative, the Acquiror Irrevocable Order and the Acquisition Warrant) to Mxxxxx, Mxxxxx will conduct accept the operations represented by the Acquired Assets Acquisition Securities in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Periodfull satisfaction of, and in exchange for his cancellation of, the NDES Indebtedness and shall deliver the original of any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement evidence of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements NDES Indebtedness to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the CompanyNDES marked “cancelled. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii).”

Purchase Price Payment. (a) The consideration payable by the Acquiror to the Company cash purchase price for the Acquired Assets will consist of (i) cash in an amount of is $2,100,000; (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Price")2,404,400. At the Closing, the Acquiror will Buyer will, by wire transfer or other delivery of immediately available funds, (i) (A) pay to the Company by wire transfer Seller (subject to an account designated by Section 2.3(b)) $2,154,400, less $7,724 representing the Company $1,600,000 of the cash portion of the Purchase Priceestimated Pre-Closing Personal Property Tax Amount, and (iiB) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares 250,000 into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iiiii) assume the Assumed LiabilitiesLiabilities (and the amounts paid and deposited to and in respect of the Seller and the Assumed Liabilities will constitute the full purchase price for the Acquired Assets). The Accounts Receivable Escrow Fund, the Closing Shares and the other property held amount deposited in the Escrow Account shall will belong to the Seller, subject to the Seller's indemnification obligations set forth in this Agreement, and will be held held, invested, administered and disbursed according to this Agreement Section 7.1(b) hereof and the Escrow Agreement. (b) In addition to At the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a)Closing, the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror Buyer will conduct the operations represented by the Acquired Assets in the ETI Region as deposit into a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar demand deposit account in the name of the Company or Briax X. XxxxxxBuyer and the Shareholders' Agent, xx from the case may beamount otherwise payable to the Seller pursuant to Section 2.3(a)(i)(A), an amount equal to the Reserve Amount, and such funds shall initially constitute the Liabilities Reserve. The funds on deposit in the amounts determined as set forth below, and contributed by PentaStar Liabilities Reserve will belong to the Acquiror immediately prior Seller, subject to the delivery provisions of this Section 2.3(b). Following the Closing, the Liabilities Reserve will be applied to the payment of Reserved Seller Liabilities, by disbursements from that account by 5 the Buyer or the Shareholders' Agent, as the Reserved Seller Liabilities become due and payable. To the extent that the Buyer receives a bill xx invoice representing, or is otherwise aware of, any Reserved Seller Liabilities, the Buyer may cause funds to be disbursed from the Reserve Amount to satisfy such shares Reserved Seller Liabilities. Reserved Seller Liabilities representing accrued vacation and other accrued employee benefits will be satisfied by payment of the Acquiroramount thereof to the Buyer as the Buyer provides such benefits or makes cash payments in lieu thereof to employees. If The Shareholders' Agent will take all actions necessary to cause the Liabilities Reserve to be applied to satisfy Reserved Seller Liabilities and, if the Liabilities Reserve has been exhausted, the Seller and the Shareholders will provide additional funds as required to satisfy Reserved Seller Liabilities. Nothing in this Agreement will be deemed to limit the joint and several obligations of the Seller and the Shareholders to pay the Reserved Seller Liabilities in full. After all Reserved Seller Liabilities have been satisfied, any shares of PentaStar Common Stock are issued excess Liabilities Reserve on deposit in the name of the Company account created pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow2.3(b) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall will be paid by wire transfer to an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of Seller. Any disputes concerning the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount Liabilities Reserve will be settled by arbitration as provided in this Section 2.3(b)Agreement. (c) As soon as practicable after the Closing, including but effective as of the obligation Closing, the parties will prepare and initial a "Price Allocation Schedule", allocating for Tax reporting purposes the total consideration for the Acquired Assets among the various categories of Acquired Assets in the following order and amounts: (i) to comply cash and cash equivalents, the $1,600 amount on the Closing Balance Sheet; (ii) to Closing Accounts Receivable, the amount on the Closing Balance Sheet; (iii) to Closing Inventory, the amount on the Closing Balance Sheet; (iv) to equipment and leasehold improvements, the greater of the appraised fair market value (if the Buyer in its sole discretion obtains an appraisal before or after the Closing) or the current book value thereof as reflected on the Closing Balance Sheet; (v) to prepaid expenses, the unamortized balance on the Closing Balance Sheet; (vi) to any other assets, other than goodwill, the amount on the Closing Balance Sheet; and (vii) the entire remaining balance of the consideration shall be allocated to the goodwill of the Seller's business or, at the Buyer's sole discretion, to the other intangible assets which are included in the Acquired Assets. The parties acknowledge that such allocations for Tax reporting purposes were determined pursuant to arm's length bargaining regarding the fair market values of the Acquired Assets in accordance with the provisions of Code Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding1060. The fees and expenses of BDO Seidxxx XXX will parties agree to be paid 50% by PentaStar and 50% bound by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" allocations set forth in this Agreement)the Price Allocation Schedule for all federal, by choosing state and local Tax reporting purposes, including for purposes of determining any income, gain, loss, depreciation or other deductions in respect of such assets. The parties further agree to prepare and file all Tax Returns (including Form 8594 under the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described Code) in Section 2.3(b)(ii)a manner consistent with such allocations.

Purchase Price Payment. (a) The consideration payable Subject to the terms and conditions contained herein, each Seller hereby agrees to sell, transfer and assign to the Buyer (or one or more wholly owned subsidiaries of the Buyer as designated by the Acquiror Buyer), and the Buyer hereby agrees to the Company for the Acquired Assets will consist of purchase, acquire and accept from such Seller (i) cash in an amount the Purchased Shares to be sold by such Seller hereunder for a purchase price of $2,100,000; 95.50 per Purchased Share (the aggregate purchase price payable with respect to the Purchased Shares, the “Share Purchase Price”) and (ii) each Purchased Warrant to be sold by such number of PentaStar Shares Seller hereunder for a purchase price equal to $95.50 less the exercise price applicable to such Purchased Warrant (rounded the aggregate purchase price payable with respect to the nearest whole share) as have an aggregate Fair Market Value as of Purchased Warrants, the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "“Warrant Purchase Price"). At the Closing” and, together with Share Purchase Price, the Acquiror will (i) pay “Aggregate Purchase Price”), in each case, paid in cash in immediately available funds to the Company by wire transfer to an account account(s) hereafter designated by such Seller. Contemporaneously with the Company $1,600,000 delivery of the cash each Seller's respective portion of the Aggregate Purchase Price, each Seller will cause to be delivered to Buyer (iior its designee) deposit the remaining $500,000 Purchased Interests to be sold hereunder by such Seller (or evidence of book-entry delivery). (b) The closing of the cash portion purchase and sale of the Purchase Price Purchased Interests (the “Closing”) will be held at the offices of Wachtell, Lipton, Xxxxx & Xxxx at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., local time, on as soon as practicable, but not more than two (2) Business Days after satisfaction (or waiver, if permissible) of the conditions set forth in Section 3 (other than conditions that by their nature are to be satisfied and are in fact satisfied at the Closing), or at such $500,000 other date, time or place as the parties may mutually agree. The date and time at which the Closing occurs is referred to as the "Accounts Receivable Escrow Fund") “Closing Date”. The representations and warranties of the Sellers and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreement. (b) In addition to the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" Buyer set forth in this Agreement (or contained in any certificate delivered pursuant to this Agreement) shall survive the Closing and shall terminate on the date which is twelve (12) months from the Closing Date, except that the representations and warranties set forth in Sections 1.2(b), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii1.2(c), without change1.2(d), within 30 days of 1.2(e), 1.2(f), 1.2(j), 1.2(k), 1.3(b), 1.3(c), 1.3(g) and 1.3(i) shall survive until the expiration of the 20-applicable statute of limitations. “Business Day” shall mean any day period described other than a Saturday, Sunday or day on which banking institutions in Section 2.3(b)(ii)New York are authorized or obligated by law or executive order to be closed.

Purchase Price Payment. (a) The As consideration payable by the Acquiror to the Company for the Acquired Assets will consist of (i) cash in an amount of $2,100,000; (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as purchase of the date of this Agreement of $950,000 Purchased Assets, Purchaser shall pay to Seller the aggregate sum (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Price"). At the Closing, the Acquiror will ) of: (i) pay to Three Million Five Hundred Thousand Dollars ($3,500,000) (the Company by wire transfer to an account designated by the Company $1,600,000 of the cash portion of the Purchase "Base Price"), adjusted, if applicable, as provided in Section 2.3(h); plus (ii) deposit the remaining $500,000 The net book value of the cash portion Purchased Assets minus the Assumed Liabilities on the Closing Date, determined in accordance with GAAP on a basis consistent with the principles, practices and methodologies used by Seller in the preparation of the Purchase Price Balance Sheets, except that all reserves for inventory and accounts receivable shall be eliminated for purposes of this determination (such $500,000 is referred to as the "Accounts Receivable Escrow FundClosing Date Net Assets Value") and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreement). (b) In addition As soon as reasonably practicable, but in no event later than five (5) business days prior to the cash portion Closing Date, Seller shall in good faith cause to be prepared and delivered to Purchaser its calculation of the Purchase Price and estimated net book value of the Purchased Assets minus the Assumed Liabilities as of the Closing Shares payable Date, calculated in accordance with Section 2.2(a)(ii) above. Purchaser and issuable at Seller shall, after reviewing such calculation prepared by Seller, in good faith discuss and agree upon their best estimate of such net book value (the "Estimated Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(bDate Net Assets Value"). (c) At the Closing, Purchaser shall make payment of an amount (the "Closing Date Payment") equal to the sum of the Base Price plus the Estimated Closing Date Net Assets Value as follows: (i) PentaStar agrees thatThe sum of One Million One Hundred Thousand Dollars ($1,100,000) (the "Escrow Amount") shall be paid to SunTrust Bank in Atlanta, during Georgia, as Escrow Agent (the Earn-Out Period"Escrow Agent"), the Acquiror will conduct the operations represented to be held and maintained by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related Escrow Agent pursuant to the business terms of an Escrow Agreement in a form reasonably acceptable to the ETI Region.parties (the "Escrow Agreement") by and among Purchaser, Seller, HMP and the Escrow Agent and distributed in accordance with Section 2.3(h); (ii) As soon as reasonably practicable after Purchaser shall issue to Seller its Promissory Note in the end form of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount Exhibit D (collectively, the "Earn-Out Financial StatementsNote"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in the principal amount of Five Hundred Thousand Dollars ($500,000), bearing interest at a written notice to fixed annual rate of five percent (5%) and payable as follows: (A) the othersum of Two Hundred Fifty Thousand ($250,000.00) Dollars, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquirorplus accrued interest thereon, shall be paid 50% by PentaStar due and 50% by payable on the Company.date occurring ten (10) days after the determination of the Closing Date Net Assets Value, as referenced in Section 2.3(d), subject to offset as specified in Section 2.3(e), and (B) the balance shall be due and payable on the date occurring six (6) months after the Closing Date; and (iii) Within 10 Business Days after the later The balance of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may beClosing Date Payment (i.e., the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole shareClosing Date Payment minus One Million Six Hundred Thousand Dollars {$1,600,000}) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by to Seller via wire transfer to an account designated by the Companyof immediately available funds. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii).

Purchase Price Payment. (a) The consideration payable by the Acquiror to the Company for the Acquired Assets will consist of (i) cash in an amount of $2,100,000; (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Price"). At the Closing, the Acquiror will Purchaser shall pay to Seller an aggregate amount equal to sum of: (i) pay to the Company by wire transfer to an account designated by the Company $1,600,000 estimated * of the cash portion Purchased Assets as of the Purchase Price, Closing Date and as set forth on SCHEDULE 1.3.1(a)(i) (the "ESTIMATED CLOSING VALUE") which Estimated Closing Value has been prepared consistent with *; and (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") all documented and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent reasonable costs out-of-pocket costs (which Closing Shares may include write-offs or similar charges), which shall be issued by PentaStar not exceed in the name of aggregate $*, incurred by the Company Seller to terminate and contributed by PentaStar to sell the Acquiror immediately prior to the ClosingTransferred Business, including without limitation: (x) Seller's legal, accounting and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares other costs and the other property held in the Escrow Account shall be held and disbursed according to expenses associated with this Agreement and the Escrow Agreement. transactions contemplated hereunder; (by) In addition to all sales and transfer taxes and any other governmental charges payable by Seller (excluding any taxes or other governmental charges due and payable upon the cash portion income of Seller) upon the sale or transfer of the Purchase Price Purchased Assets; (z) all costs to transfer the technology and assets of Seller (other than the Purchased Assets) to locations of Seller or any Cardinal Affiliate other than the Plant; and (aa) any severance costs or other costs resulting from termination of any Plant Employee(s) in connection with this Agreement and the Closing Shares payable sale and issuable at the Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business transfer of the ETI Region. (iiTransferred Business, all as estimated and set forth on SCHEDULE 1.3.1(a)(ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial StatementsTRANSACTION COSTS"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing ; less (A) the Earn-Out Amount that accrued but unpaid vacation liability as of the Closing assumed by the Purchaser for the Transferring Employees, an estimate of which as of the Effective Date is being paid in PentaStar Common Stock by set forth on SCHEDULE 3.1.17 of the Disclosure Schedule, which Seller shall update at least two (2) business days prior to Closing; and (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares accrued bonus liability assumed by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company Purchaser pursuant to Section 2.3(b)(ii1.4.1(h) (the "INITIAL PURCHASE PRICE"). At least two (2) business days prior to Closing, PentaStar and Seller shall provide to Purchaser an updated SCHEDULE 1.3.1(a)(ii) setting forth the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and bindingestimated Transaction Costs. The fees *; provided, however, that * under that certain Supply Agreement between Seller and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by Xxxxx, dated April 1, 2004, as amended (the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," SUPPLY AGREEMENT"Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii).

Purchase Price Payment. (a) The consideration payable by the Acquiror to the Company purchase price for the Acquired Assets will consist of (i) cash in an amount of Shares is $2,100,000; (ii) such number of PentaStar Shares (rounded to 3,750,000, increased or decreased as applicable for the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Price")Net Rental Equipment Adjustment. At the Closing, the Acquiror will Buyer will, by wire transfer or other delivery of immediately available funds, (i) pay to the Company by wire transfer Shareholders (subject to an account designated by Section 2.2(b)), $3,350,000, subject to increase or decrease as applicable for the Company Net Rental Equipment Adjustment, plus $1,600,000 of 810.60 representing the cash portion of the Purchase PricePersonal Property Tax Amount, and (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares 400,000 into the Escrow Account with (and the amounts paid and deposited to and in respect of the Shareholders will constitute the full purchase price for the Shares). The amount deposited in the Escrow Agent Account will belong to the Shareholders, subject to the Shareholders' indemnification obligations set forth in this Agreement, and will be held, invested, administered and disbursed according to Section 7.1(b) hereof and the Escrow Agreement. The purchase price will be payable to the Shareholders in the following percentage: Percentage of Shareholder No of Shares Owned Purchase Price ----------- ------------------ -------------- Irwix X. Xxxxx xxx 62,707 100% Carox X. Xxxxx, xxintly (which Closing Shares shall be issued by PentaStar b) At the Closing, the Buyer will deposit into a demand deposit account in the name of the Company Buyer and contributed by PentaStar the Shareholders' Agent, from the amount otherwise payable to the Acquiror Shareholders pursuant to Section 2.2(a)(i), an amount equal to the Reserve Amount, and such funds shall initially constitute the Liabilities Reserve. The funds on deposit in the Closing Date Liabilities Reserve will belong to the Shareholders, subject to the provisions of this Section 2.2(b). Following the Closing, the Closing Date Liabilities Reserve will be applied to the payment of Reserved Liabilities, by disbursements from that account by the Buyer or the Shareholders' Agent, as the Reserved Liabilities are ascertained. To the extent that the Buyer receives a bill xx invoice representing, or is otherwise aware of, any Reserved Liabilities, the Buyer may cause funds to be disbursed from the Reserve Amount to satisfy such Reserved Liabilities. Reserved Liabilities representing accrued vacation and other accrued employee benefits with respect to those persons who are employees of the Company as of immediately prior to the Closing) Closing Date and (iii) assume who become employees of the Assumed Buyer effective as of the Closing 6 will be satisfied by payment of the amount thereof to the Buyer as the Buyer provides such benefits or makes cash payments in lieu thereof to employees. The Shareholders' Agent will take all actions necessary to cause the Liabilities Reserve to be applied to satisfy Reserved Liabilities and, if the Liabilities Reserve has been exhausted, the Shareholders and Eide xxxl provide additional funds as required to satisfy Reserved Liabilities. The Accounts Receivable Escrow FundNothing in this Agreement will be deemed to limit the joint and several obligations of the Shareholders and Eide xx pay the Reserved Liabilities in full. After all Reserved Liabilities have been satisfied, the Closing Shares and the other property held any excess Liabilities Reserve on deposit in the Escrow Account shall be held and disbursed according account created pursuant to this Agreement and the Escrow Agreement. (bSection 2.2(b) In addition will be paid to the cash portion of Shareholders. Any disputes concerning the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company shall Liabilities Reserve will be entitled to receive the Earn-Out Amount determined and payable settled by arbitration as provided in this Section 2.3(b)Agreement. (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii).

Purchase Price Payment. (a) The consideration Subject to the provisions of this Section 2.4, the aggregate purchase price payable by the Acquiror to the Company Buyer for the Acquired Assets will consist of (the “Purchase Price”) shall be the dollar amount equal to the sum of: (i) cash the Closing Consideration described in an amount of $2,100,000; Section 2.4(b) below plus (ii) such number of PentaStar Shares (rounded to the nearest whole shareEscrow Fund as described in Section 2.4(c) as have an aggregate Fair Market Value as of the date of and elsewhere in this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); plus (iii) the assumption Earnout Consideration (as hereinafter defined), if any. (b) At the Closing, subject to the terms and conditions of this Agreement, the Buyer or the Parent shall deliver to the Seller Five Million Dollars ($5,000,000) in cash less the Escrow Fund in accordance with Section 2.4(c) below (the “Closing Consideration”). Payment of the Assumed Liabilities; Closing Consideration to the Seller shall be in accordance with the wire and delivery instructions set forth on Schedule 2.4(b). (ivc) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Price"). At the Closing, the Acquiror will Buyer or the Parent shall deliver to U.S. Bank National Association (ithe “Escrow Agent”), an amount equal to Five Hundred Thousand Dollars ($500,000) pay to (the Company by wire transfer to an account designated by the Company $1,600,000 of the cash portion of the Purchase Price, (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable “Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with ”), to be held by the Escrow Agent in escrow pursuant to the terms and conditions of an escrow agreement by and among the Seller, the Buyer, the Stockholders and the Escrow Agent in substantially the form as attached as Exhibit A hereto (which Closing Shares the “Escrow Agreement”), to provide the Buyer with security for the indemnification obligations of the Seller and the Stockholders pursuant to Section 9 of this Agreement. Subject to the determination of any claims asserted by the Buyer against the Escrow Fund in accordance with the terms of this Agreement and the Escrow Agreement, the remaining balance of the Escrow Fund, if any, together with any interest accrued on the Escrow Fund, if any, shall be issued by PentaStar in released to the name Seller on the first anniversary of the Company and contributed Closing Date; provided, however, that any amounts reserved for pending indemnity claims asserted by PentaStar to the Acquiror immediately Buyer on or prior to the Closing) and (iii) assume date of the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in release of the Escrow Account Fund shall be held retained in escrow until such time as such pending indemnity claim of the Buyer is satisfied or settled in accordance with the terms and disbursed according to conditions of this Agreement and the Escrow Agreement. (bd) In addition to At the cash portion of Closing, the Purchase Price Buyer and the Closing Shares payable and issuable at Seller shall execute an earnout agreement (the “Earnout Agreement”) in substantially the form of Exhibit B attached hereto, pursuant to which, for the period commencing on the Closing pursuant to Section 2.3(a)Date and continuing thereafter for a period of two years, the Company Seller shall be entitled eligible to receive the Earn-Out Amount determined and payable Earnout Consideration (as provided defined in this Section 2.3(bthe Earnout Agreement). (e) The Seller shall deliver to the Buyer prior to Closing (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. Estimated Closing Date Balance Sheet and (ii) As soon as reasonably practicable after the end of the Earn-Out Period, a calculation and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for Estimated Closing Date Net Working Capital calculated from the EarnEstimated Closing Date Balance Sheet (the “Estimated Closing Date Statement”), each prepared in accordance with GAAP. If the Purchase Consideration Adjustment based on the Estimated Closing Date Statement is greater than $0, the Closing Consideration shall be increased on a dollar-Out Period and a written calculation for-dollar basis, provided that any Purchase Consideration Adjustment that results in an increase of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute Closing Consideration shall be resolved as provided included in the Escrow Fund at the Closing (the “Escrow Adjustment”), and subject to Section 2.3(b)(v2.4(f). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by released from the Company. (iii) Within 10 Business Days after Escrow Fund to the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company Buyer or the resolution of any disputes under Section 2.3(b)(v), Seller (as the case may be, ) within fifteen (15) days after the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, Closing Date Statement becomes final and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agentbinding. If the Earn-Out Amount becomes payable by Purchase Consideration Adjustment based on the AcquirorEstimated Closing Date Statement is less than $0, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount Closing Consideration shall be paid by wire transfer to an account designated by the Companydecreased on a dollar-for-dollar basis. (ivf) Within sixty (60) days from the Closing Date, the Buyer shall prepare and provide to the Seller (i) a consolidated balance sheet of the Company, as of 11:59 p.m. Eastern Time on the Closing Date (the “Final Closing Date Balance Sheet”), and (ii) a calculation and statement of the Final Closing Date Net Working Capital and the Final Net Working Capital Target (the “Closing Date Statement”), each prepared in accordance with GAAP. The Seller may submit to the Buyer, not later than ten (10) days from receipt of the Closing Date Statement from the Buyer, a list of the components of the Closing Date Statement with which the Seller disagrees, if any (a “Dispute Notice”). If no Dispute Notice is provided prior to such date, the Closing Date Statement shall be deemed to have been accepted and agreed to by the Seller and shall be final and binding on the Parties. In the event that PentaStar sells of a Dispute Notice, the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar Buyer and the Company will Seller shall thereafter for a period of up to twenty (20) days negotiate in good faith to resolve any items of dispute, provided that if the . Any items of dispute is which are not so resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain shall be submitted to the Boston, Massachusetts office of Deloitte & Touche LLP (or office most geographically proximate to Bostonthe “Final Adjustment Auditor”), Massachusetts) BDO Seidxxx XXX which shall be retained to resolve any such dispute, the expenses of which resolution will shall be shared one-half by Buyer and one-half by the Seller. The determination of such Final Adjustment Auditor shall be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by binding on the CompanyParties, and BDO Seidxxx XXX will be retained under a retention letter executed by absent manifest error. (i) If the parties that specifies that Purchase Consideration Adjustment, as finally determined based upon the determination by said firm of any such disputes will be resolved in accordance with this Agreement Closing Date Statement (including determined pursuant to the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" procedures set forth in this AgreementSection 2.4(f)), by choosing exceeds the position of Arthxx Xxxexxxx X.X.P. or Purchase Consideration Adjustment determined based on the objecting party under Section 2.3(b)(iiEstimated Closing Date Statement (such excess, if any, referred to herein as the “Additional Purchase Consideration Adjustment”), without changethe Buyer shall, on or within 30 fifteen (15) days after the Closing Date Statement becomes final and binding, cause the Escrow Agent to release from the Escrow Fund to the Seller in cash the amount of the expiration Purchase Consideration Adjustment, if any, and shall pay to the Seller, in cash, the Additional Purchase Consideration Adjustment. (ii) If the Purchase Consideration Adjustment, as finally determined based upon the Closing Date Statement (determined pursuant to the procedures set forth in Section 2.4(f)), is less than the Purchase Consideration Adjustment determined based on the Estimated Closing Date Statement (such shortfall, if any, referred to herein as the “Reduced Purchase Consideration Adjustment,” which for purposes below shall be deemed to be a positive number), then, on or within fifteen (15) days after the Closing Date Statement becomes final and binding: 1. If the Reduced Purchase Consideration Adjustment is less than or equal to the Escrow Adjustment, if any, the Seller shall cause the Escrow Agent to release to the Buyer from the Escrow Fund, the amount of the 20-day period described Reduced Purchase Consideration Adjustment and the Buyer shall cause the Escrow Agent to release from the Escrow Fund to the Seller the amount by which the Escrow Adjustment, if any, exceeds the Reduced Purchase Consideration Adjustment. 2. If the Reduced Purchase Consideration Adjustment is more than the Escrow Adjustment, if any, the Seller shall cause the Escrow Agent to release to the Buyer from the Escrow Fund the Escrow Adjustment, if any, and, at the option of the Buyer, the Seller and the Stockholders shall, jointly and severally, pay to the Buyer in Section 2.3(b)(ii)cash the amount by which the Reduced Consideration Adjustment exceeds the Escrow Adjustment, if any, or shall cause the Escrow Agent to release from the Escrow Fund to the Buyer the amount by which the Reduced Purchase Consideration Adjustment exceeds the Escrow Adjustment, if any.

Purchase Price Payment. The purchase price (a) The consideration payable by the Acquiror to the Company for the Acquired Assets will consist of (i) cash in an amount of $2,100,000; (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Price")) to be paid for the Purchased Assets shall equal $2,691,562.70. At the Closing, the Acquiror will (i) pay to the Company by wire transfer to an account designated by the Company $1,600,000 of the cash portion of the Purchase Price, (ii) deposit the remaining $500,000 of the cash A portion of the Purchase Price (such $500,000 is referred to for the assets described as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow FundMedical Equipment, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreement. (b) In addition to the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a)Furniture, the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees thatFurnishings, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out PeriodTrade Fixtures, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount Other Equipment" on Schedule 2.2 hereof (collectively, the "Earn-Out Financial StatementsFixed Assets") was computed based upon the value of the Purchased Assets determined by an appraisal of the Fixed Assets performed prior to the date hereof at the request of the Seller. Notwithstanding the foregoing, the Seller shall have the right, exercisable on or before November 14, 1997 (the "Appraisal Period"), to have a second appraisal (the "New Appraisal") done on the Fixed Assets. PentaStar The parties hereto agree that in the event the Seller elects to have such New Appraisal done within the Appraisal Period, and such New Appraisal reflects a different value for the Fixed Assets, the parties will promptly provide adjust the Purchase Price (either upward or downward as appropriate) based upon such New Appraisal; provided that in no event shall the Purchase Price be adjusted by more than $46,500. In the event of such a copy change in the Purchase Price, the principal amount of Note No. 2 (as hereinafter defined) and the amount of the Earn-Out Financial Statements Purchase Price allocated to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, Fixed Assets on Schedule 2.2 hereof shall each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day periodchanged accordingly, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value effective as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx referred to as the "Rowlxx Xxxres")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the CompanySignature Date. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), by choosing the position of Arthxx Xxxexxxx X.X.P. or the objecting party under Section 2.3(b)(ii), without change, within 30 days of the expiration of the 20-day period described in Section 2.3(b)(ii).

Purchase Price Payment. (a) The consideration payable by the Acquiror to the Company for the Acquired Assets will consist of (i) cash in an amount As consideration for the purchase of $2,100,000; (ii) such number of PentaStar Shares (rounded the Assets, Purchaser, or its Designee, shall pay to the nearest whole shareCompanies, in cash, the aggregate sum of Thirty Two Million Nine Hundred Thousand Dollars ($32,900,000) as have an aggregate Fair Market Value as of the date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Base Price"). At the Closing, the Acquiror will (i) pay subject to the Company by wire transfer to an account designated by the Company $1,600,000 of the cash portion of the Purchase Price, (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreement. (b) In addition to the cash portion of the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense increase or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v)decrease, as the case may be, by the Acquiror Adjustment Amount as provided in SECTION 2.03 (as adjusted, the "Purchase Price"), the Purchase Price to be allocated among the Companies in accordance with their respective percentages as set forth on EXHIBIT J. (ii) As consideration for the purchase of the Doctor's Assets, Doctor shall pay the Earn-Out Amount, if any, to the Company. Companies, in cash, the aggregate sum of One Hundred Thousand Dollars ($100,000) (the "Doctor's Purchase Price"), the Doctor's Purchase Price to be allocated among the Companies in accordance with their respective percentages as set forth on EXHIBIT J. The Earn-Out Amount Doctor's Purchase Price shall be paidpaid by Doctor to such Companies at Closing. (b) At the Closing, Purchaser shall deliver or cause its Designee to deliver: (i) to the Companies, in PentaStar's sole discretionaccordance with their respective percentages set forth on EXHIBIT J, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock an amount equal to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value Base Price, as of the date such Earn-Out Amount is paidincreased or decreased, and such shares shall be issued by PentaStar in the name of the Company or Briax X. Xxxxxx, xx as the case may be, by the Estimated Adjustment Amount as provided in SECTION 2.02(c), MINUS (B) the amounts determined as set forth below, and contributed by PentaStar Escrow Amount delivered to the Acquiror Escrow Agent pursuant to SECTION 2.02(b)(ii) (such amount being referred to herein as the "Estimated Cash Payment"), by wire transfer of immediately available funds to the accounts of the Companies, written notice of which accounts shall have been provided to Purchaser not less than one (1) business day prior to the delivery of such shares Closing. (ii) to Soutxxxxx Xxxx xx Xxxxx, X.X., Xxxxxxx, Xxxxx, xx escrow agent (the "Escrow Agent"), an amount equal to One Million Dollars ($1,000,000) (the "Escrow Amount"). The Escrow Amount shall be maintained by the Acquiror. If any shares Escrow Agent pursuant to the terms of PentaStar Common Stock are issued an Escrow Agreement in substantially the name form of EXHIBIT F attached hereto (the "Escrow Agreement") by and among Purchaser, the Sellers' Representative (on behalf of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with Companies) and the Escrow Agent. If 4 The Estimated Cash Payment to be paid by Purchaser, or its Designees, to the Earn-Out Amount becomes payable by Companies at the Acquiror, Closing PLUS the Company shall pay to Mr. Xxxxxx (xxwever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Escrow Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. Xxxxxx xxxll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. Xxxxxx xxx hereinafter referred to as the "Rowlxx XxxresEstimated Purchase Price.")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Company. (ivc) In the As soon as reasonably practical, but in no event that PentaStar sells the operations conducted by the Acquiror later than five (5) business days prior to the end of Closing Date, the Earn-Out Period, PentaStar Companies shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith cause to resolve any disputebe prepared and delivered to Purchaser an estimated consolidated balance sheet (as finally agreed upon by the parties, provided that if the dispute is not resolved within 10 days following the receipt "Estimated Closing Date Balance Sheet") of the proposed adjustments then PentaStar Companies, which shall set forth an estimate of the Assets, the Doctor's Assets, the Assumed Liabilities and the Company will retain Doctor's Assumed Liabilities as of the BostonClosing Date, Massachusetts office of (or office most geographically proximate such Estimated Closing Date Balance Sheet to Boston, Massachusetts) BDO Seidxxx XXX to resolve such dispute, which resolution will be final calculated and binding. The fees and expenses of BDO Seidxxx XXX will be paid 50% by PentaStar and 50% by the Company, and BDO Seidxxx XXX will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved prepared in accordance with this Agreement (including GAAP. Purchaser and the definitions Sellers' Representative shall, after reviewing the consolidated balance sheet prepared by the Companies, in good faith attempt to agree upon the Estimated Closing Date Balance Sheet. The aggregate of the Assets and Doctor's Assets reflected on the Estimated Closing Date Balance Sheet shall hereinafter be referred to as the "Earn-Out Estimated Asset Amount," "Earn-Out Period," "Earn-Out Period EBITA" and the aggregate of the Assumed Liabilities and Doctor's Assumed Liabilities reflected in the Estimated Closing Date Balance Sheet shall hereinafter be referred to as the "EBITAEstimated Assumed Liabilities Amount." set forth in this AgreementFor purposes of calculating the Estimated Cash Payment due to the Companies at the Closing pursuant to SECTION 2.02(b), the Base Price shall be (A) (i) increased by choosing the position of Arthxx Xxxexxxx X.X.P. amount by which the Estimated Asset Amount exceeds $5,691,715 or (ii) decreased by the objecting party under Section 2.3(b)(ii), without change, within 30 days amount by which the Estimated Asset Amount is less than $5,691,715 and (B) decreased by the amount of the expiration Estimated Assumed Liabilities Amount (the aggregate amount of such decreases and increases, if any, being hereinafter referred to as the 20-day period described in Section 2.3(b)(ii"Estimated Adjustment Amount").