Common use of Working Capital Adjustment Clause in Contracts

Working Capital Adjustment. (a) Two days prior to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days No later than one Business Days prior to the Effective TimeClosing Date, the Company Seller shall inform Acquiror of (i) deliver to the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The Buyer a calculation of the Estimated Working Capital Amount Adjustment Amount, and the Purchase Price payable on the Closing Date shall be reasonably satisfactory to Acquiroradjusted by adding the Estimated Adjustment Amount (such adjusted amount, the “Estimated Closing Payment”). (b) At the Effective TimeAs soon as practicable, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable but no later than 30 days after the Effective TimeClosing Date, but in any event within ninety (90) days thereafter, Acquiror Buyer shall prepare and deliver to Newco the Seller a schedule proposed calculation of the Net Working Capital, including the components thereof (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date“Proposed Calculations”). If Newco disagrees the Seller does not give written notice of dispute (a “Dispute Notice”) to Buyer within 30 days of receiving the Proposed Calculations, the Proposed Calculations shall be deemed to set forth the final Net Working Capital; provided, however, that the Dispute Notice may include only objections based on (x) noncompliance with the determination standards set forth in this Agreement for the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery preparation of the Acquiror Schedule Net Working Capital or (y) mathematical errors in the calculation of the Net Working Capital. If the Seller gives a Dispute Notice to NewcoBuyer (which Dispute Notice must set forth, such notice to include in reasonable detail regarding detail, the basis for the disagreement. (d) Acquiror items and Newco shall attempt to settle any such disagreement; any such settlement amounts in dispute and all other items and amounts not so disputed shall be deemed final) within such 30-day period, Buyer and the Seller shall use commercially reasonable efforts to resolve the dispute during the 30-day period commencing on the date Buyer receives the Dispute Notice from the Seller. If the Seller and Buyer do not agree upon a final and binding upon Acquiror and Newco. Ifresolution with respect to such disputed items within such 30-day period, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, then the remaining items in dispute shall be submitted immediately to an independent certified public accounting firm mutually acceptable to Acquiror Buyer and Newco the Seller. Any accounting firm so agreed (the “Accounting Firm”) shall be required to render a determination of the applicable dispute within 45 days after referral of the matter to such Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor; provided that the Accounting Firm may (i) only consider those items and amounts as to which the Seller and Buyer have disagreed within the time periods and on the terms specified above and (ii) only make adjustments based on noncompliance with the standards set forth in this Agreement for resolutionthe determination of the Net Working Capital. The determination made by the Accounting Firm with respect to the remaining disputed items shall not exceed or be less than the amounts proposed by the Seller and Buyer, as the case may be. The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between the Seller and Buyer, and any associated engagement fees shall be borne 50% by the decision Seller and 50% by Buyer. The determination of such firm Accounting Firm shall be final conclusive and binding upon Acquiror for all purposes of this Agreement. Buyer and Newco. All costs incurred Seller shall provide each other reasonable access to financial and other records in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Net Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to under this paragraph to resolve any disagreement among the parties) may occur on different datesSection 2.05(b). (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (i) Seller shall in good faith take a physical inventory of the remaining inventory of the Business as of the close of business on the day immediately prior to the Closing Date (the "Pre-Closing Inventory"). Such physical inventory shall be priced out on the same cost basis as the inventory figures and working capital calculation provided by Seller to Purchaser as of February 14, 2007 ("February Working Capital"). Purchaser and Seller agree that the February Working Capital was $6,575,000, consisting of inventory aggregating $3,863,000 and accounts receivable aggregating $2,712,000. (ii) Seller shall deduct from the amount of the Pre-Closing Inventory the value (priced out on the same cost basis as the February Working Capital) of the inventory purchased on credit at the Brooklyn Business (the "Trade Credit Inventory") which shall be specifically identified by Seller in a schedule delivered to Purchaser prior to the Closing. Hereinafter, the amount of the Pre-Closing Inventory less the value of the Trade Credit Inventory shall be referred to as the "Closing Date Inventory" (not to include any Goods in Transit). (iii) Seller and Purchaser shall promptly after the execution of this Agreement meet for the purpose of designing a process to take an inventory described above and agree with respect to the design and taking of such inventory, and Purchaser shall have the right and Seller shall permit Purchaser to participate in such inventory and review the calculations related to costing of the physical inventory, in each case on such basis as Purchaser shall reasonably request. (iv) Purchaser shall assume and pay any amount due for: (A) the Trade Credit Inventory, provided, however, that such amount shall not exceed Eighty Thousand Dollars ($80,000), and (B) the Goods in Transit. (v) As of the close of business on the day immediately prior to the Closing Date, an up-to-date accounts receivable aged trial balance will be run (the "Closing Date A/R"). Seller shall execute a certificate setting forth its good faith estimate of the Closing Date A/R. The sum of the Closing Date Inventory and the Closing Date A/R shall hereinafter be referred to as the "Closing Working Capital." (vi) The working capital adjustment to the Purchase Price shall be equal to the product of (x) 0.76 and (y) the total of (a) Two days prior to the Effective TimeFebruary Working Capital, the Company shall inform Acquiror of minus (ib) the Company's estimate of Closing Working Capital (the "Working Capital Adjustment"). (vii) The Purchase Price shall be decreased by the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to AcquirorAdjustment. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two Within ninety (90) days prior after the Closing Date, the Purchaser shall prepare and deliver, and cause the Purchaser’s certified public accountants to review and deliver, to the Effective TimeShareholders, a net working capital statement (the Company shall inform Acquiror of (i) the Company's estimate of the “Working Capital Amount as of Statement”) setting forth the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which (i) the Estimated Company’s consolidated cash, cash equivalents, short-term investments, accounts receivable, inventory and prepaid expenses as of the point in time immediately prior to the Closing Date (excluding any deferred compensation assets, current and deferred income tax assets, interest receivable and advances to officers) exceed (ii) the Company’s consolidated accounts payable and accrued liabilities (excluding any Indebtedness, Expenses incurred during that period from January 1, 2005 through the Closing Date, sales, property and other taxes payable, current and deferred income taxes payable, accrued interest payable and advances from officers, but including all payroll and similar employment-based taxes) as of the point in time immediately prior to the Closing Date (the “Closing Working Capital”). The Working Capital Amount exceeds Statement must be prepared in accordance with generally accepted accounting principles (“GAAP”) in a manner consistent with the Company’s working capital statements as of December 31, 2004, previously delivered to the Purchaser, except that the allowance for doubtful accounts shall be $41,000,000 or Newco shall pay to Acquiror in immediately available funds 10,721 and inventory will be valued at cost based upon a complete physical inventory which is costed using the amount, if any, by which $41,000,000 exceeds first-in-first-out method. (b) Following the Estimated delivery of the Working Capital AmountStatement, the Purchaser will allow the Majority Shareholders and their representatives, upon reasonable advance notice, reasonable access during regular business hours to all work papers, books and records and all additional information used in preparing the Working Capital Statement and will make the Purchaser’s officers, employees and independent certified public accountants reasonably available to discuss such papers, books, records and information. In the event that the Majority Shareholders disagree with the Working Capital Statement, they shall notify the Purchaser in writing within thirty (30) days after receipt of the Working Capital Statement of such disagreement, stating the facts of the disagreement and the calculation of the Closing Working Capital by the Majority Shareholders, and including therewith a copy of any financial information used in making the calculation other than that information previously provided by the Purchaser. In the event that the Majority Shareholders do not notify the Purchaser of a dispute with respect to the Working Capital Statement within such 30-day period, such statement will be final, conclusive and binding on the parties. In the event of such notification of a dispute, the Purchaser and the Majority Shareholders shall negotiate in good faith to resolve such dispute. If the Purchaser and the Majority Shareholders, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after the Majority Shareholders advise the Purchaser of the Majority Shareholder’s objections, then either the Purchaser or the Majority Shareholders may initiate the engagement of the Arbitration Firm to resolve such dispute and compute the Closing Working Capital. Each of the Parties hereto shall be obligated to disclose to each of the other Parties, any and all affiliations or relationships, he or it may have with any firm which is proposed as the Arbitration Firm hereunder. In making its calculation, the Arbitration Firm shall (i) consider only the items or amounts in dispute (and to the extent required, any other items or amounts necessary to derive the disputed items or amounts) and (ii) be instructed to be and remain neutral with respect to the dispute. Such determination shall be made within forty-five (45) days after the date on which the Arbitration Firm begins its review and shall be final, conclusive and binding on the parties. The fees, costs and expenses of the Arbitration Firm shall be borne by the Parties equally. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the If Closing Working Capital Amount at (as finally determined pursuant to Section 2.8(b)) is less than the Lower Limit Working Capital Target, then the Purchase Price will be adjusted downward by the amount of such shortfall and the Shareholders shall pay or cause to be paid to the Purchaser, by bank wire transfer of immediately available funds to an account designated in writing by the Purchaser, an amount in cash equal to such shortfall within five (5) business days from the date on which the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof Working Capital is finally determined pursuant to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreementSection 2.8(b). (d) Acquiror and Newco shall attempt If Closing Working Capital (as finally determined pursuant to settle any such disagreement; any such settlement shall Section 2.8(b)) is more than the Upper Limit Working Capital Target, then the Purchase Price will be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt adjusted upward by Acquiror the amount of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, overage and the decision of such firm Purchaser shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall pay or cause to be paid one-half to the Shareholders, by Acquiror and one-half bank wire transfer of immediately available funds to accounts designated in writing by Newco. Acquiror and Newco shall use reasonable efforts the Shareholders, an amount in cash equal to have such overage within five (5) business days from the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of date on which the Closing Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected is finally determined pursuant to this paragraph to resolve any disagreement among the parties) may occur on different datesSection 2.8(b). (e) Within ten (10) Business Days following a final determination of If the Final Closing Working Capital Amount ("Final as finally determined pursuant to Section 2.8(b)) is equal to or greater than the Lower Limit Working Capital Amount"), (i) if Target but not greater than the Final Upper Limit Working Capital Amount exceeds the Estimated Working Capital AmountTarget, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments no adjustment shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand thereforPurchase Price hereunder.

Working Capital Adjustment. (a) Two No later than 30 days after the Closing Date, Parent shall prepare and deliver to Acquirer a statement which shall set forth Parent’s determination of Company Net Working Capital as of immediately prior to the Effective TimeClosing (the “Working Capital Statement”). The Working Capital Statement shall contain all information reasonably necessary to determine Company Net Working Capital as of immediately prior to the Closing, including appropriate supporting documentation, and shall be certified by an executive officer of Parent to be true and correct and to have been prepared in accordance with the definition of Company Net Working Capital set forth herein. Acquirer shall provide Parent with reasonable access (during customary business hours) to the books and records of the Company for the purpose of preparing the Working Capital Statement. (b) Acquirer shall give written notice to Parent of any objection to the Working Capital Statement (“Working Capital Objection Notice”) within 30 days after Acquirer’s receipt thereof. A Working Capital Objection Notice shall specify in reasonable detail the items in the Working Capital Statement to which Acquirer objects and shall provide a summary of reasons for such objections. In the event Acquirer does not deliver a Working Capital Objection Notice within such 30 day period, Company Net Working Capital as set forth in the Working Capital Statement shall be deemed to be final and binding on the parties hereto. (c) The parties hereto shall use good faith efforts to resolve any dispute involving any matter set forth in a Working Capital Objection Notice. If the parties are unable to resolve any dispute involving any matter set forth in a Working Capital Objection Notice within 20 days after receipt by Parent of a Working Capital Objection Notice, the parties shall refer such dispute to an Accounting Firm to decide the dispute within 30 days of such referral. The scope of the Accounting Firm’s engagement shall be limited to the resolution of the disputed items described in the Working Capital Objection Notice that the parties hereto are unable to resolve, and the recalculation, if any, of Company Net Working Capital in light of such resolution. In resolving such disputed items, the Accounting Firm may not assign a value to any disputed item that is greater than the greatest or less than the smallest value of such disputed item claimed by either party. The decision by the Accounting Firm with respect to such disputed items shall inform Acquiror be final and binding on the parties hereto and shall be based upon a review of any relevant books and records or other documents requested by the Accounting Firm. The cost of retaining the Accounting Firm shall be borne equally by Parent and the Company. Notwithstanding the foregoing, if the parties have not referred such dispute to an Accounting Firm within 10 days after the end of the 20-day period following receipt by Parent of a Working Capital Objection Notice, either Acquirer or Parent may bring an arbitration in accordance with the terms of Section 9.9 to resolve such dispute. (d) If the sum of (i) the Company's estimate of the Company Net Working Capital Amount as of immediately prior to the end of the most recently available month end period immediately preceding the Effective Time Closing, as finally determined pursuant to Section 1.4(b) or Section 1.4(c), as applicable (the "Estimated “Final Company Net Working Capital Amount") and Capital”), plus (ii) the Company's basis for such estimates. The calculation of the Estimated Company Net Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At Shortfall is less than the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Target Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds (such difference, the amount, if any, by which $41,000,000 exceeds the Estimated “Final Company Net Working Capital Amount. (cShortfall”) As promptly as practicable after by more than $10,000, then, within 10 Business Days following the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Final Company Net Working Capital, Acquirer and Parent shall issue a joint written instruction to the Escrow Agent to deliver (1) to Acquirer, an amount from the Adjustment Escrow Fund equal to the Final Company Net Working Capital Amount Shortfall and (whether as 2) to Parent, the remaining funds in the Adjustment Escrow Fund; provided, that if the Adjustment Escrow Cash is less than the Final Company Net Working Capital Shortfall (such difference the “Adjustment Escrow Insufficiency”), then Acquirer and Parent shall issue a result joint written instruction to the Escrow Agent to deliver to Acquirer (x) all of Newco's failing to give notice the funds in the Adjustment Escrow Fund and (y) from the Escrow Fund, the amount of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different datesAdjustment Escrow Insufficiency. (e) Within ten (10) If the Final Company Net Working Capital exceeds Target Working Capital, then, within 10 Business Days following a the final determination of the Final Company Net Working Capital Amount ("Final Working Capital Amount")Capital, (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will Acquirer shall pay to Newco in Parent, by wire transfer of immediately available funds to an account designated in writing by Parent, the sum of (1) the difference between the Final Company Net Working Capital and Target Working Capital, provided such amount equal to such excess shall be excluded from this calculation if it is not more than $10,000, plus interest at (2) the Agreed Rate from the Closing Date to the date of payment Estimated Company Net Working Capital Shortfall, if any, and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date Acquirer and Parent shall issue a joint written instruction to the date Escrow Agent to distribute all of payment. Any such payments shall be made on an After-Tax Basisthe Adjustment Escrow Fund to Parent. (f) In If the event that after Final Company Net Working Capital (i) exceeds the Effective Time it is determined that Estimated Company Net Working Capital by more than $10,000, but (ii) does not exceed Target Working Capital, then, within 10 Business Days following the final determination of the Final Company Net Working Capital, (1) Acquirer shall have failed pay to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such paymentParent, Newco shall promptly pay such amount to the Surviving Corporation in by wire transfer of immediately available funds promptly upon demand thereforto an account designated in writing by Parent, the amount by which the Final Company Net Working Capital exceeds the Estimated Company Net Working Capital, and (2) Acquirer and Parent shall issue a joint written instruction to the Escrow Agent to distribute all of the Adjustment Escrow Fund to Parent. (g) If all of the Adjustment Escrow Fund is not otherwise required to be distributed pursuant to any of subsections (d), (e) and (f) above, then, within 10 Business Days following the final determination of the Final Company Net Working Capital, Acquirer and Parent shall issue a joint written instruction to the Escrow Agent to distribute all of the Adjustment Escrow Fund to Parent.

Working Capital Adjustment. ‌ (a) Two Within 30 calendar days prior following the Closing Date, the Buyer shall deliver to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The Seller a calculation of the Estimated Closing Date Working Capital Amount shall be reasonably satisfactory (the “Closing Date Working Capital Calculation”). For the purpose of preparing the Closing Date Working Capital Calculation, the Seller Guarantor agrees to Acquirorgrant the Buyer’s authorized representatives reasonable access to relevant records, facilities and personnel of the Seller Guarantor or its Affiliates. (b) At The Seller shall review the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Closing Date Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds Calculation within 20 Business Days of the amount, if any, by which $41,000,000 exceeds the Estimated Closing Date Working Capital AmountCalculation. For the purpose of such review, the Buyer agrees to permit and to cause its auditors to permit the Seller and its authorized representatives to examine all working papers, schedules and other documentation used or prepared by the Buyer or Buyer’s auditors. If no objection to the Closing Date Working Capital Calculation is given to the Buyer by the Seller within such 20 Business Day period, the Closing Date Working Capital Calculation shall be deemed to have been approved as of the last day of such 20 Business Day period. (c) As promptly as practicable after If the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver Seller objects to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with Date Working Calculation within such 20 Business Day period by giving notice to the determination set forth Buyer setting out in reasonable detail the Acquiror Schedulenature of such objection, Newco shall give notice thereof the parties agree to Acquiror attempt to resolve the matters in dispute within sixty (60) 15 days after delivery of from the Acquiror Schedule to Newco, date the Seller gives such notice to include reasonable detail regarding the basis for Buyer. If all matters in dispute are resolved by the disagreementparties, the Closing Date Working Capital Calculation shall be modified to the extent required to give effect to such resolution and shall be deemed to have been approved as of the date of such resolution. (d) Acquiror If the parties cannot resolve all matters in dispute within such 15-day period, all unresolved matters shall be submitted to Ernst & Young LLP or such other nationally recognized accounting firm as the Buyer and Newco the Seller may mutually agree upon in writing, acting reasonably, for resolution (the “Arbitrator”), and the Arbitrator shall attempt be given access to settle any all materials and information reasonably‌ requested by it for such disagreement; any purpose. The rules and procedures to be followed in the arbitration proceedings shall be determined by the Arbitrator in its discretion. The Arbitrator’s determination of all such settlement matters shall be final and binding upon Acquiror on both parties and Newcoshall not be subject to appeal by either party. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, Where the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from Arbitrator determines that the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds should be increased by more than 10% from the Final Working Capital Amount, Newco will pay to Acquiror amount contemplated in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date Working Capital Calculation delivered by the Buyer to the date Seller, the Buyer shall pay all fees, costs and expenses of payment. Any the Arbitrator in resolving the dispute, otherwise such payments fees, costs and expenses shall be made on an After-Tax Basisthe responsibility of the Seller. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days prior to the Effective Time, the Company The Purchase Price shall inform Acquiror of be (i) increased dollar for dollar to the Company's estimate of extent the Closing Date Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") exceeds $4,500,000 and (ii) decreased dollar for dollar to the Company's basis for such estimates. The calculation of extent the Estimated Closing Date Working Capital Amount shall be reasonably satisfactory to Acquiroris less than $4,300,000. (b) At Sellers and Buyer shall cooperate to conduct a physical inventory of the Effective Time, Acquiror Purchased Inventory. The inventory shall pay be taken three (3) business days before the Closing Date or at such time as is reasonably and mutually convenient for Buyer or its accountants to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amountobserve such taking of inventory. (c) As promptly as practicable Within forty-five (45) days after the Effective TimeClosing Date, but in any event within ninety (90) days thereafter, Acquiror Sellers shall prepare and deliver to Newco Buyer a schedule closing statement calculating the Closing Date Working Capital (the "Acquiror Schedule"“Closing Statement”). For purposes of this Agreement, the Purchased Inventory value shall be calculated at the agreed values set forth on Schedule 3.2(c); provided, however, that the fixed overhead allocation related to the Purchased Inventory shall not exceed the lesser of (i) showing Acquiror's determination $625,000 and (ii) 18.5% of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreementPurchased Inventory. (d) Acquiror Sellers shall provide Buyer and Newco shall attempt its accountants and legal counsel with reasonable information, and access to settle any such disagreement; any such settlement shall be final books and binding upon Acquiror and Newco. Ifrecords of Sellers, howeverrelated to the calculation of Closing Date Working Capital set forth on the Closing Statement, Acquiror and Newco are unable to settle such dispute within sixty for forty five (6045) days after receipt by Acquiror of the Closing Statement. Unless Buyer delivers the Dispute Notice within forty five (45) days after receipt of the Closing Statement, such notice Closing Statement shall be deemed the “Final Closing Statement,” shall be binding upon all parties and shall not be subject to dispute or review. If Buyer disagrees with the Closing Statement, Buyer shall, within forty five (45) days after receipt thereof, notify Sellers in writing (the “Dispute Notice”), which Dispute Notice shall provide reasonable detail of the nature of each disputed item on the Closing Statement. Buyer and Sellers shall first use commercially reasonable efforts to resolve such dispute among themselves and, if the parties are able to resolve such dispute, the dispute Closing Statement shall be submitted revised to an independent certified public accounting firm mutually acceptable the extent necessary to Acquiror and Newco for reflect such resolution, and the decision of such firm shall be final deemed the “Final Closing Statement” and shall be conclusive and binding upon Acquiror all parties and Newcoshall not be subject to dispute or review. All costs incurred If the parties are unable to resolve the dispute within thirty (30) days after the Sellers’ receipt of the Dispute Notice, the parties shall submit the dispute to Xxxxx Xxxxxxxx LLP at such firm’s New York City office (the “Accountants”). Each of Buyer, FAP, First Aid and NutraMax represents and covenants that the Accountants are not currently engaged and are not expected to be engaged to perform services for it or any of its affiliates (as hereinafter defined). The Accountants shall act as experts and not arbiters and shall determine only those items in dispute on the Closing Statement. Promptly, but no later than thirty (30) days after engagement, the Accountants shall deliver a written report to Buyer and Sellers as to the resolution of the disputed items and the resulting calculation of the Closing Statement. The Closing Statement as determined by the Accountants shall be deemed the “Final Closing Statement,” and shall be conclusive and binding upon all parties and shall not be subject to dispute or review. The fees and expenses of the Accountants in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, disputes pursuant to this Section 3.2 shall be paid borne one-half by Acquiror Buyer and one-half by NewcoSellers. Acquiror and Newco If the Closing Working Capital exceeds $4,500,000, Buyer shall use reasonable efforts pay the difference to have the dispute resolved FAP within ninety five (905) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination delivery of the Final Closing Statement. If the Closing Working Capital Amount ("Final Working Capital Amount")is less than $4,300,000, (i) if the Final Working Capital Amount exceeds Escrow Agent shall release the Estimated Working Capital Amount, then Acquiror will pay difference to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date Buyer pursuant to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax BasisEscrow Agreement. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Company's Adjusted Working Capital (aas hereinafter defined) Two days prior to is less than $150,000 on the Effective TimeClosing Date (the "Closing Adjusted Working Capital Amount"). The Company's Adjusted Working Capital shall mean the Company's current assets, the Company shall inform Acquiror of less: (i) the Company's estimate portion of trade receivables that are more than 100 days past the original invoice date; (ii) an aggregate amount of Inventory exceeding $125,000; (iii) promissory notes or other amounts due from employees or Affiliates of the Company; and (iv) the Adjusted Current Liabilities, calculated pursuant to GAAP. Promptly following the Closing and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the Accountants to verify the amount of the Closing Adjusted Working Capital Amount. The Accountants shall issue a report as to their determination of the Closing Adjusted Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital AmountAccountants' CAWCA Report") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's their determination of such amount and the Working Capital Amount at Purchaser shall deliver the Closing Date. If Newco disagrees with Accountants' CAWCA Report to the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within Seller no later than sixty (60) days after delivery following the Closing Date. The determination of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding Closing Adjusted Working Capital Amount by the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement Accountants shall be final conclusive and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable the parties hereto unless the Seller shall object to settle such dispute the Accountants' CAWCA Report within sixty fifteen (6015) days after following their receipt by Acquiror of such notice of disputethe Accountants' CAWCA Report. The Seller's objection, if any, to the dispute Accountants' CAWCA Report (the "Seller's CAWCA Objection") shall be submitted set forth in reasonable detail the Seller's objection(s) to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, the Accountants' CAWCA Report and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination Seller's calculation of the Closing Adjusted Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Amount. Within ten (10) Business Days following a final determination days after receipt of the Final Seller's CAWCA Objection, the Purchaser will notify the Seller whether it accepts or disputes the Seller's adjustments, if any, which notification shall set forth in reasonable detail the adjustments made by the Seller which the Purchaser continues to dispute (the "Purchaser's CAWCA Response Notice"). If the Seller does not object to the Accountants' CAWCA Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' CAWCA Report, then the adjustment based on the then final Closing Adjusted Working Capital Amount (the "Final Adjusted Working Capital Amount"), if any, shall be paid by Seller to the Purchaser in immediately available funds within five (i5) if business days of such acceptance. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Final Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value (as defined below) equal to such amount. If the Seller objects to the Accountants' CAWCA Report as set forth above and the Purchaser does not accept the Seller's proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller and the Purchaser shall be engaged to determine the amount of the Closing Adjusted Working Capital Amount exceeds and the Estimated Final Adjusted Working Capital Amount, then Acquiror will pay based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount determined as provided above shall be paid to Newco the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an amount aggregate Value equal to such excess plus interest amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Agreed Rate from Seller shall each bear one-half of all of the Closing Date to the date costs and expenses of payment such independent accounting firm, and (ii) if the Estimated Working Capital Amount exceeds parties hereto are unable to agree upon an independent accounting firm, the Final Working Capital Amount, Newco Seller and Purchaser will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at request that one be designated by the Agreed Rate from President of the Closing Date to Philadelphia office of the date of payment. Any such payments shall be made on an After-Tax BasisAmerican Arbitration Association. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two Within one hundred twenty (120) days prior following the Closing Date, the Purchaser shall prepare and deliver to the Effective Time, Shareholders the Company shall inform Acquiror of (i) the Company's estimate Working Capital Schedule and its calculation of the Working Capital Amount as Surplus or Working Capital Deficit, if any, based thereon. Upon the request of the end Shareholders, the Purchaser shall provide a reasonable level of supporting documentation for the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") Schedule and (ii) the Company's basis for such estimates. The its calculation of the Estimated Working Capital Amount Surplus or Working Capital Deficit and any additional information reasonably requested by the Shareholders related thereto. In the event the Purchaser fails to prepare and deliver such Working Capital Schedule in such one hundred twenty (120)-day period, the Purchaser shall forfeit its right to deliver such materials and the Shareholders shall have the right to calculate and deliver to the Purchaser their calculation of the Working Capital Schedule and their calculation of the Working Capital Surplus or Working Capital Deficit within one hundred twenty (120) days following the date on which the Purchaser’s right expired and the references to the Shareholders and the Purchaser in the remaining provisions of this Section 3.4 shall be reasonably satisfactory to Acquirorinverted. (b) At The Shareholders shall have thirty (30) days following receipt of the Effective TimeWorking Capital Schedule delivered pursuant to Section 3.4(a) during which to notify the Purchaser of any dispute of any item contained therein, Acquiror which notice shall pay set forth in detail the basis for such dispute. The Purchaser and the Shareholders shall cooperate in good faith to Newco resolve any such dispute as promptly as possible. Upon such resolution, the Final Working Capital Schedule shall be prepared in immediately available funds accordance with the amountagreement of the Purchaser and the Shareholders and the calculation of the Working Capital Surplus or Working Capital Deficit, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amountbased thereon, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newcothe Parties. If, however, Acquiror and Newco are unable to settle In the event the Shareholders do not notify the Purchaser of any such dispute within sixty such thirty (60) days after receipt by Acquiror of 30)-day period or notify the Purchaser within such notice of disputeperiod that they do not dispute any item contained therein, the dispute Working Capital Schedule delivered pursuant to Section 3.4(a) shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, constitute the Final Working Capital Schedule and the decision Purchaser’s calculation of such firm the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding upon Acquiror the Parties. (c) In the event the Purchaser and Newco. All costs incurred in connection with the resolution Shareholders are unable to resolve any dispute regarding the Working Capital Schedule delivered pursuant to Section 3.4(a) within thirty (30) days following the Purchaser’s receipt of said notice of such dispute, such dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror submitted to, and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after all issues having a bearing on such dispute shall be resolved by one of the following accounting firms, as mutually agreed by the Purchaser and the Shareholders (as long as such firm is submitted not, at such time, the outside independent accountant or tax advisor of the Purchaser or the Shareholders): Deloitte, KPMG, Ernst & Young, PricewaterhouseCoopers, Xxxxx Xxxxxxxx, RSM or BDO Xxxxxxx (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in or related to said independent public accountantsthe Working Capital Schedule as to which the Shareholders have disagreed. The final Accounting Referee’s determination of the Working Capital Amount Schedule and the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding on the Parties. The Parties shall direct the Accounting Referee to use commercially reasonable efforts to complete its work within thirty (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror 30) days following its engagement. All fees and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination expenses of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments Accounting Referee shall be made on an After-Tax Basis. (f) In shared equally by the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt Shareholders and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand thereforPurchaser.

Working Capital Adjustment. (a) Two Within 90 days prior to after the Effective TimeClosing Date, the Company shall inform Acquiror will prepare and deliver to the Sellers a balance sheet of the Company (i) the Company's estimate of “Closing Statement”), setting forth the Working Capital Amount of the Company as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimatesClosing Date. The calculation of Closing Statement will be prepared in accordance with the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror.Accounting Principles and on a basis consistent with Schedule I. (b) At Within 30 days following receipt by the Effective TimeSellers of the Closing Statement, Acquiror shall pay Sacramone, on behalf of the Sellers, may deliver written notice to Newco the Buyer of any dispute the Sellers have with respect to the preparation or content of the Closing Statement, setting forth in immediately available funds reasonable detail the amountbasis for such dispute. If Sacramone does not so notify the Buyer of a dispute with respect to the Closing Statement within such 30-day period, such Closing Statement will be final, conclusive and binding on the Parties. In the event of a timely notification of a dispute, the Buyer and Sacramone will negotiate in good faith to resolve such dispute. If the Buyer and Sacramone fail to resolve such dispute within 30 days after Sacramone advises the Buyer of the Sellers’ objections, then the Buyer and Sacramone will submit the items remaining in dispute to a nationally recognized firm of independent public accountants as to which the Buyer and Sacramone mutually agree acting promptly and in good faith (the “Independent Accounting Firm”). The Independent Accounting Firm will, acting as experts in accounting and not as arbitrators, resolve the dispute. The Sellers and the Buyer each agree to execute, if anyrequested by the Independent Accounting Firm, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) a reasonable engagement letter. As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall the Buyer and Sacramone will each prepare and deliver submit a presentation to Newco the Independent Accounting Firm regarding the dispute. As soon as practicable thereafter, the Buyer and Sacramone will direct the Independent Accounting Firm to decide the specific items and amounts under dispute by the Parties by assigning a schedule (value to such items equal to one of, or any amount between, the "Acquiror Schedule") showing Acquiror's determination values attributed to such items in the presentations submitted by Sacramone and the Buyer and the Independent Accounting Firm will be required to apply the Accounting Principles and on a basis consistent with Schedule I in making such determination. The Buyer and Seller shall share equal responsibility for all of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery fees and expenses of the Acquiror Schedule to NewcoIndependent Accounting Firm. All determinations made by the Independent Accounting Firm will be final, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final conclusive and binding upon Acquiror and Newcoon the Parties. IfThe term “Final Closing Statement,” as used in this Agreement, howeverwill mean the definitive Closing Statement accepted by Sacramone or agreed to by Sacramone, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror on behalf of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolutionSellers, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred Buyer or the definitive Closing Statement resulting from the determinations made by the Independent Accounting Firm in connection accordance with the resolution of said dispute this Section 2.3(b) (in addition to those items accepted by such independent public accountantsSacramone or agreed to by Sacramone, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination on behalf of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed aboveSellers, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand thereforBuyer).

Working Capital Adjustment. (a) Two Notwithstanding any other provision of this Agreement, the Purchase Price shall be adjusted upward or downward, on a dollar-for-dollar basis, by the amount of the Working Capital (the “Purchase Price Adjustment”). The Working Capital shall be estimated by the Sellers, to the best of their abilities, based on a date which is not more than thirty-five (35) days prior to the Effective TimeClosing and, to the Company shall inform Acquiror extent reasonably possible, is the last day of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end an accounting or billing period immediately preceding the Effective Time (the "Estimated Working Capital Amount") “Estimate Date”), and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount estimate shall be reasonably satisfactory used to Acquirorcompute the Purchase Price Adjustment at Closing. (b) At Within thirty (30) days after the Effective Timeend of the third full monthly accounting or billing period after the Closing, Acquiror representatives of the Sellers and the Purchaser shall pay jointly determine the actual amount of the Working Capital as of the Closing Date (the “Closing Date Working Capital Amount”). Upon certification of such amounts jointly by such representatives, the parties shall within five (5) business days make such further payments between themselves as may be necessary in order to Newco take account of the Closing Date Working Capital Amount as jointly determined by said representatives; provided, however, that if any dispute arises over any item reflected in or omitted from the Closing Date Working Capital Amount or the amount to be refunded or paid, such refund or payment net of any disputed amount shall nonetheless be promptly made to the extent such amount is not in dispute. Any such refund or payment shall be made by wire transfer of immediately available funds to the amount, if any, by party to which the Estimated Working Capital Amount exceeds $41,000,000 such refund or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amountpayment is due. (c) As promptly as practicable after In the Effective Time, but in event that the representatives of the Sellers and the Purchaser are unable to agree with respect to any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Closing Date Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty thirty (6030) days after delivery the end of the Acquiror Schedule third full accounting or billing period after the Closing, the Sellers and the Purchaser hereby agree that such determination shall be referred to Newco, such notice to include reasonable detail regarding the basis a mutually satisfactory independent public accounting firm of national stature which has not been employed by any party hereto for the disagreementtwo years preceding the date of such referral (the “Selected Accountants”), which shall promptly make a determination. The determination of the Selected Accountants shall be conclusive and binding on each party. One-half of the fees of the Selected Accountants shall be borne by the Sellers, and one-half shall be borne by the Purchaser. (d) Acquiror Notwithstanding anything to the contrary contained herein, for purposes of calculating the Purchase Price Adjustment and Newco the Closing Date Working Capital Amount, Receivables aged more than one hundred eighty (180) days will be discounted/credited in full (the “Uncollectible A/R”). If and to the extent the Purchaser collects any of the Uncollectible A/R, the Purchaser shall pay the net proceeds of such collection over to the Sellers within 10 days following the end of the calendar month during which such collection occurred. (i) The Purchaser shall in good faith attempt to settle any such disagreementcollect each Uncollectible A/R, including, without limitation, disputed Receivables for a period of 120 days after the Closing Date. The Purchaser shall use the efforts that it normally uses to collect its own accounts receivable; any such settlement shall be final and binding upon Acquiror and Newco. Ifprovided, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, that the dispute Purchaser shall be submitted under no obligation to an independent certified public accounting firm mutually acceptable threaten or to Acquiror and Newco for resolution, institute any law suit or collection proceedings against any Uncollectible A/R account debtor and the decision of such firm Purchaser shall not be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including obligated to bear any expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing such collection activities other than the normal expenses of operating the Purchaser’s accounts receivable department. The Sellers shall cooperate with the Purchaser in its collection efforts, including supplying such information and documents in the Sellers’ possession as are reasonably required. The Purchaser shall provide the Sellers with information regarding the collection effort as the Sellers reasonably requests and will meet with the Sellers periodically (not more frequently than bi-weekly) to give notice discuss the same. Payments received from account debtors which relate to specific Receivable invoices or to post-Closing accounts receivable of Newco's disagreement with Acquiror's determination within the time period prescribed abovePurchaser will be credited against such invoices. Payments which do not specify any invoice shall be credited to such receivables of the Sellers and the Purchaser as the account debtor may otherwise specify or which may be reasonably evident from the payment (e.g., the amount equals a resolution by Acquiror particular invoice or one or more invoices due) and Newco in the absence of any such disagreementspecification or evidence, or a determination by an accounting firm selected pursuant such payments shall be applied first to this paragraph to resolve any disagreement among the parties) may occur on different datesoldest Receivable of such account debtor. (eii) Within ten (10) Business Days following a final determination of On the Final Working Capital Amount ("Final Working Capital Amount")121st day after the Closing Date, the Purchaser shall, at its sole option, (i) if assign to the Final Working Capital Amount exceeds Sellers all Uncollectible A/R not previously collected and paid over to the Estimated Working Capital Amount, then Acquiror will Sellers or (ii) pay to Newco the Sellers the face value of some or all of the outstanding Uncollectible A/R and assign the remainder of the Uncollectible A/R, if any, to the Sellers. Following such assignment, if any, the Sellers shall have the right, but not the obligation, to collect such Uncollectible A/R for its own account using any means available to it. Any payment received by the Purchaser with respect to an Uncollectible A/R assigned to the Sellers after the date such receivables are assigned to the Sellers in immediately available funds an amount equal accordance with this Section 2.07(d)(ii) shall be promptly remitted to such excess plus interest at the Agreed Rate from Sellers. Any amounts collected by the Purchaser on or after the 121st day after the Closing Date on Uncollectible A/R not so assigned to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments Sellers shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide solely for the Existing Company Debt Purchaser’s account and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes Purchaser shall retain all such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand thereforamounts.

Working Capital Adjustment. (a) Two days prior SMP Holdings and Summit MLP shall cooperate and provide each other access, including through electronic means, to SMP Holdings’ and the Effective Time, Company’s respective books and records as are reasonably requested in connection with the Company shall inform Acquiror matters addressed in this Section 2.6. Attached as Schedule 2.6 is SMP Holdings’ good faith estimate of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") Adjustment and its components and (ii) the Company's basis for such estimates. The calculation amount of Cash and Cash Equivalents to be held by the Company as of the Estimated close of business on the Business Day immediately preceding the Closing Date. For purposes of calculating Net Working Capital Amount Capital, all payments made at Closing pursuant to Section 6.1 shall be reasonably satisfactory deemed to Acquirorhave been paid immediately prior to the close of business on the Business Day immediately preceding the Closing Date. (b) At Within 45 days after Closing, SMP Holdings shall provide Summit MLP with its good faith final calculation of the Effective Timeactual amounts for each of the estimated amounts required by Section 2.6(a), Acquiror which clearly delineates any differences from such estimates together with reasonable supporting documentation. If Summit MLP disagrees with any of the calculations provided by SMP Holdings pursuant to the notice referenced in the foregoing sentence, then it shall pay provide SMP Holdings with written notice thereof within 30 days after receiving written notice thereof and shall include reasonable detail regarding such specific objections. If Summit MLP and SMP Holdings working in good faith are unable to Newco in immediately available funds agree on such disputed items on or prior to the amount90th day following the Closing Date, then either Party may refer such dispute to Xxxxx Xxxxxxxx LLP or, if anythat firm declines to act as provided in this Section 2.6(b), another firm of independent public accountants, mutually acceptable to Summit MLP and SMP Holdings, which firm shall make a final and binding determination as to all matters in dispute on a timely basis and promptly shall notify the Parties in writing of its resolution. Such accounting firm handling the dispute resolution shall not have the power to modify or amend any term or provision of this Agreement. Each of Summit MLP and SMP Holdings shall bear and pay one-half of the fees and other costs charged by which such accounting firm. If Summit MLP does not object to SMP Holdings’s calculations within the Estimated Working Capital Amount exceeds $41,000,000 time period and in the manner set forth in the first sentence of this Section 2.6(b) or Newco accepts SMP Holdings’s calculations, then such calculations as set forth in SMP Holdings’s notice shall pay to Acquiror in immediately available funds become final and binding upon the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital AmountParties for all purposes hereunder. (c) As promptly as practicable after If the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination sum of the Working Capital Amount Adjustment plus the amount of Cash and Cash Equivalents as of the close of business on the Business Day immediately preceding the Closing Date (in each case, as agreed between Summit MLP and SMP Holdings or as determined by the above-referenced accounting firm or otherwise) is a value that is (i) greater than the estimated amount as paid by Summit MLP at Closing, then Summit MLP shall pay to SMP Holdings within five Business Days after such amounts are so agreed or determined, by wire transfer of immediately available funds to an account or accounts of SMP Holdings designated by SMP Holdings, the amount of such difference plus interest (at The Wall Street Journal Prime Rate as published on the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate accrued thereon from the Closing Date to through and including the date of such payment and or (ii) if less than the Estimated Working Capital Amount exceeds the Final Working Capital Amountestimated amount as paid by Summit MLP at Closing, Newco will then SMP Holdings shall pay to Acquiror in Summit MLP, within five Business Days after such amounts are agreed or determined, by wire transfer of immediately available funds to an account designated by Summit MLP, the amount equal to of such excess difference plus interest (at The Wall Street Journal Prime Rate as published by The Wall Street Journal on the Agreed Rate Closing Date) accrued thereon from the Closing Date to through and including the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days prior Prior to Closing, Seller has furnished to Buyer the Effective Timestatement attached hereto as Schedule 1.4(a), the Company shall inform Acquiror of (i) the Company's reflecting Seller’s good faith estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time Closing Date (the "“Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to AcquirorCapital”). (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Timepracticable, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within no later than ninety (90) days after the Closing, Buyer will cause to be prepared and delivered to Seller a statement setting forth the Working Capital as of the Closing Date (such dispute is submitted to said independent public accountantsstatement the “Draft Closing Statement”). The final determination Draft Closing Statement shall present Buyer’s calculation of the Working Capital Amount as of the Closing Date. (whether c) If Seller disagrees with one or more of the items set forth on the Draft Closing Statement, Seller may, within thirty (30) days after receipt of the Draft Closing Statement, deliver a written notice to Buyer disagreeing with some or all of such items and setting forth the basis thereof and the adjustment Seller believes should be made (the “Working Capital Seller Objection”). The Working Capital Seller Objection shall specify those items or amounts as to which Seller disagrees as well as the reasons for such disagreement in reasonable detail, and Seller shall otherwise be deemed to have agreed with all other items and amounts contained in the Draft Closing Statement and Buyer’s calculation of any of the undisputed items. If Seller fails to deliver a result Working Capital Seller Objection within such thirty (30)-day period, or if Seller notifies Buyer that Seller has no objection to the Draft Closing Statement, all calculations, valuations and allocations set forth on the Draft Closing Statement shall be final, binding, conclusive and non-appealable for all purposes of Newco's failing this Agreement. (d) If a Working Capital Seller Objection shall be duly delivered pursuant to give notice of Newco's disagreement with Acquiror's determination within Section 1.4(c), Seller and Buyer shall, during the time period prescribed abovethirty (30) days following such delivery, a resolution by Acquiror and Newco use all reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of any such disagreementdisputed item. If, at the conclusion of such period or a determination by any mutually agreed extension thereof, Seller and Buyer are unable to reach an agreement, either party may submit to Xxxx & Associates LLP (or if such firm is unwilling or unable to serve, such other accounting firm selected pursuant or Person as may be agreed to by Buyer and Seller) (the firm ultimately chosen, the “Accounting Referee”) all items remaining in dispute. The Accounting Referee shall promptly review this paragraph Section 1.4 and the disputed items or amounts for the purpose of determining such disputed items or amounts. In making such determination, the Accounting Referee shall consider only those items or amounts in Buyer’s calculation of disputed items or amounts as to resolve which Seller has disagreed solely in accordance with the terms of this Agreement and not by independent review. In no event shall the Accounting Referee’s determination be outside of the range of amounts claimed by the respective parties with respect to those items in dispute. Seller and Buyer shall make available to the Accounting Referee, at reasonable times, all relevant books and records and any disagreement among work papers (including those of the parties’ respective accountants) relating to the Draft Closing Statement, the Working Capital Seller Objection and all other items reasonably requested by the Accounting Referee. Seller and Buyer agree to execute, if requested by the Accounting Referee, a reasonable engagement letter, including customary indemnification provisions in favor of the Accounting Referee. The Accounting Referee shall deliver to Seller and Buyer, as promptly as practicable, but in no event later than forty-five (45) calendar days after its engagement, a report setting forth such calculation. Such report shall be final, binding, conclusive and non-appealable for all purposes hereunder. The fees, costs and expenses of the Accounting Referee shall be borne by Buyer and Seller, as the case may occur be, in inverse proportion as they may prevail on different datessuch amounts in dispute and the remainder of such expenses and fees shall be borne by the other party. The proportionate allocation shall be determined by the Accounting Referee and included in its report. (e) Within ten Seller and Buyer agree that they will, and Buyer agrees to cause its and the Company’s respective independent accountants and the Company to, cooperate and assist in the preparation and review of the Draft Closing Statement and the calculation of the items or amounts therein, including the making available of books, records, work papers and personnel at such reasonable times as are reasonably requested. (10f) Business Days If, following a final the determination of the Final Working Capital pursuant to this Section 1.4, an Adjusted Excess Amount ("Final Working Capital Amount"exists, such Adjusted Excess Amount shall be paid by Buyer to Seller in accordance with Section 1.2(b)(i). If, (i) if following the determination of the Final Working Capital pursuant to this Section 1.4, an Adjusted Shortfall Amount exceeds the Estimated Working Capital Amountexists, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Adjusted Shortfall Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basispaid by Seller to Buyer in accordance with Section 1.2(b)(ii). (fg) In the event that after the Effective Time it is determined that the Company Any payments made pursuant to Section 1.4(c) shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses be treated as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount an adjustment to the Surviving Corporation in immediately available funds promptly upon demand thereforPurchase Price by the parties for Tax purposes, unless otherwise required by Law.

Working Capital Adjustment. (a) Two days prior to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days prior to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Timepracticable, but in any no event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within later than sixty (60) days after following the Closing Date, Seller will deliver to Buyer a statement (“Closing WC Statement”) in good faith setting forth the actual Working Capital calculated by Seller as of the Closing Date, together with reasonable detail of the backup for such calculation. During the ten (10) Business Day period following delivery of the Acquiror Schedule Closing WC Statement, Buyer and its agents shall be provided with such access to Newcothe financial books and records of Seller as may reasonably be requested by Buyer (including bank account and merchant account statements) to enable Buyer to evaluate the Closing WC Statement. The Closing WC Statement will be deemed to be and will be final, such binding and conclusive on the parties for all purposes hereunder upon the earlier of (the “WC Resolution Date”): (A) Buyer’s delivery of a written notice to include reasonable detail regarding Seller of its approval of the basis for Closing WC Statement, (B) the disagreement. (d) Acquiror and Newco shall attempt failure of Buyer to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such notify Seller in writing of a dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved Closing WC Statement within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final delivery thereof to Buyer and (C) the resolution of all disputes, pursuant to Section 3.3(b). (b) Buyer may dispute any amounts reflected on the Closing WC Statement by delivery of a written notice to Seller (the “Notice of Disagreement”) within ten (10) Business Days of the receipt by Buyer of the Closing WC Statement from Seller, describing in reasonable detail the nature and amount of any disputed items. The parties shall meet to discuss the dispute set forth in the Notice of Disagreement no later than ten (10) Business Days after the date of the Notice of Disagreement. Such meeting may be held telephonically if travel is impractical for either party. At such meeting, a senior officer or principal of each party who has authority to resolve the dispute shall be in attendance. If Seller and Buyer have not resolved all such disputed items and amounts specified in the Notice of Disagreement by the end of such meeting, each of Seller and Buyer will in good faith submit in writing their respective determinations and calculations and the items and amounts remaining in dispute for resolution to an independent accounting firm mutually acceptable to Seller and Buyer, and such independent accounting firm will in good faith, acting as expert and not arbitrator, make a written determination as to each such disputed item and the amounts within twenty (20) Business Days of submission Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from as of the Closing Date will be recalculated in accordance with these written determinations, and the parties will prepare a revised version of the Closing WC Statement that reflects this recalculation. The costs and expenses of the independent accounting firm will be allocated between Seller and Buyer based upon the percentage which the portion of the contested amount not awarded to each party bears to the date of payment and (ii) if amount actually contested by such party, as determined by the Estimated independent accounting firm. The “Final Working Capital” will mean the Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from indicated on the Closing Date WC Statement (including any revisions to reflect the date determinations of payment. Any such payments shall be made on an After-Tax Basisthe independent accounting firm, if applicable) as of the WC Resolution Date. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two 7.1. Within forty-two calendar days prior after the Completion Date, the Sellers shall prepare in good faith and submit to the Effective TimeBuyer a statement (the “Sellers Completion Statement”) in accordance with schedule 9. The Sellers Completion Statement shall describe and itemize in the detail set out in Schedule 9 (and provide the underlying data necessary to review such statement) the components that make up the amounts listed in schedule 9. Following the receipt of the Sellers Completion Statement, the Company shall inform Acquiror of (i) the Company's estimate Buyer shall, within fifteen calendar days after receipt of the Working Capital Amount Sellers Completion Statement, validate the amounts listed in such Sellers Completion Statement, and if the Buyer does not agree with any such amounts, the Buyer and the Sellers shall negotiate in good faith and agree on the respective amounts and values listed in the Sellers Completion Statement (the statement listing the agreed upon amounts is referred to as the “Final Completion Statement”). If the parties are not able to agree on the Final Completion Statement within 30 calendar days of the end Buyer receiving the Sellers Completion Statement, (the balance of any undisputed sum being promptly released to the Sellers) any disagreement will be presented to a nationally recognized independent accounting firm chosen jointly by the Buyer and the Sellers (the “Accounting Firm”) (or in default of agreement within five Business Days of any disagreement by the application of either party to the President of the most recently available month end period immediately preceding Institute of Chartered Accountants to appoint an Accounting Firm), who will determine on an expedited basis with respect to such disagreement within five Business Days from the Effective Time (date such disagreement was presented to it in writing by the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimatesparties. The calculation Buyer and the Sellers shall bear all costs and expenses incurred by them in connection with such dispute, except that the fees and expenses of the Estimated Working Capital Amount Accounting Firm hereunder shall be reasonably satisfactory borne by the Buyer and the Sellers in the same proportion that the aggregate amount of such remaining disputed items so submitted to Acquiror. the Accounting Firm that is unsuccessfully disputed by each such party (bas finally determined by the Accounting Firm) At bears to the Effective Time, Acquiror total amount of such remaining disputed items so submitted. This dispute provision shall pay to Newco in immediately available funds be specifically enforceable by the amount, if any, by which parties and the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination decision of the Working Capital Amount at the Closing Date. If Newco disagrees Accounting Firm in accordance with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement provisions hereof shall be final and binding upon Acquiror with respect to the matters so disputed and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted deemed to be an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision arbitral award on which judgment may be entered by any court of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different datescompetent jurisdiction. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days prior to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount Purchase Price shall be reasonably satisfactory subject to Acquiror.adjustment in accordance with the following: (b1) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. On a date not more than twenty (c20) As promptly as practicable days after the Effective TimeClosing Date, but in any event within ninety (90) days thereafter, Acquiror Seller shall prepare and deliver to Newco Purchaser a schedule "CLOSING DATE BALANCE SHEET" (the "Acquiror Schedule"herein so called) showing Acquiror's determination consisting of an unaudited balance sheet of the Working Capital Amount at Business as of the Closing Date which shall reflect the Current Assets (defined below) and Current Liabilities (defined below) as of the Closing Date. Such Closing Date Balance Sheet shall be prepared by the Seller. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty ten (6010) days after following delivery of the Acquiror Schedule Closing Date Balance Sheet, Purchaser has not given Seller notice of its objection to Newco, the Closing Date Balance Sheet (such notice to include reasonable detail regarding must contain a statement of the basis for of Purchaser's objection), then the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement Closing Date Balance Sheet prepared by Seller shall be final used in computing the Adjustment Amount (defined below). If Purchaser gives such notice of objection, then Ernst & Young LLP, Seller's certified public accountants and binding upon Acquiror and NewcoPricewaterhouseCoopers LLP, Purchaser's certified public accountants, shall use their best efforts to resolve the issues in dispute. If, however, Acquiror and Newco If such accounting firms are unable to settle such resolve the issues in dispute within sixty twenty (6020) days after receipt by Acquiror of such notice of disputethereafter, then the issues in dispute shall be submitted to an independent mutually agreed upon certified public accounting firm mutually acceptable to Acquiror and Newco accountants (the "ACCOUNTANTS"), for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred If issues in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is are submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount")Accountants for resolution, (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date each party shall furnish to the date of payment Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party, and shall be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) if the Estimated Working Capital Amount exceeds determination by the Final Working Capital AmountAccountants, Newco will pay as set forth in a notice delivered to Acquiror in immediately available funds an amount equal to such excess plus interest at both parties by the Agreed Rate from the Closing Date to the date of payment. Any such payments Accountants, shall be made binding and conclusive on an After-Tax Basisthe parties; and (iii) Purchaser and Seller shall each bear 50% of the fees of the Accountants for such determination. The Accountants shall use their best efforts to resolve any disputes within thirty (30) days after submission. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. The Purchase Price shall be adjusted after the Closing in accordance with the following procedures: (a) Two Within ninety (90) days prior following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the Effective Time, “Initial Statement”) calculating and setting forth the Company shall inform Acquiror of (i) the Company's estimate of the actual Working Capital Amount as of the end Closing Date (the amount calculated and set forth on such Initial Statement, the “Initial Working Capital”), which statement shall be in substantially the same format as set forth in Section 1.7(a) of the most recently available month end period immediately preceding Seller Disclosure Schedule and include a worksheet setting forth in reasonable detail how such amount was calculated. The Initial Statement, the Effective Time (the "Estimated Target Working Capital Amount"and the Initial Working Capital shall be prepared in accordance with GAAP, consistent with, but subject to, the methodologies and non-GAAP treatment as set forth on Section 1.7(a) and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to AcquirorSeller Disclosure Schedule. (b) At During the Effective Timethirty (30) days immediately following Seller’s receipt of the Initial Statement (the “Purchase Price Adjustment Review Period”), Acquiror Seller shall pay be permitted to Newco in immediately available funds review Buyer’s working papers and any working papers of Buyer’s independent accountants relating to the amountpreparation of the Initial Statement and the calculation of the Initial Working Capital, if anyas well as all of the books, by which records and other relevant information relating to the Estimated Initial Working Capital Amount exceeds $41,000,000 with respect to the period up to and including the Business Day immediately prior to the Closing Date, and Buyer shall make reasonably available to Seller the individuals responsible for and knowledgeable about the information used in, and the preparation or Newco calculation of, the Initial Statement and the Initial Working Capital; provided, however, that the independent accountants of Buyer shall pay not be obligated to Acquiror make any working papers available to Seller unless and until Seller has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amountform and substance reasonably acceptable to such independent accountants. (c) As promptly Seller shall notify Buyer in writing (the “Adjustment Notice”) prior to the expiration of the Purchase Price Adjustment Review Period if Seller disagrees with the Initial Statement or the Initial Working Capital. The Adjustment Notice shall set forth in reasonable detail the basis for such disagreement, the amounts involved and Seller’s determination of the amount of the Initial Working Capital. Any items not disputed in the Adjustment Notice shall be deemed to have been accepted by Seller. If no Adjustment Notice is received by Buyer on or prior to the expiration date of the Purchase Price Adjustment Review Period, then the Initial Statement and the Initial Working Capital set forth in the Initial Statement shall be deemed to have been accepted by Seller and shall become final and binding upon Seller and Buyer in accordance with the last sentence of Section 1.7(e). (d) During the thirty (30) days immediately following the delivery of an Adjustment Notice (the “Purchase Price Adjustment Consultation Period”), Seller and Buyer shall seek in good faith to resolve any disagreement that they may have with respect to the matters specified in the Adjustment Notice. (e) If, at the end of the Purchase Price Adjustment Consultation Period, Seller and Buyer have been unable to resolve all disagreements that they may have with respect to the matters specified in the Adjustment Notice, then Seller and Buyer shall submit all matters that remain in dispute with respect to the Adjustment Notice (along with a copy of the Initial Statement marked to indicate those line items that are in dispute) to a regional or national firm of independent accountants mutually acceptable to Seller and Buyer (the “Independent Accountant”). Within thirty (30) days after the submission of such matters to the Independent Accountant, or as soon as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror the Independent Accountant, acting as an expert and not as an arbitrator, will make a final determination, binding on Seller and Buyer, in accordance with this Section 1.7(e), of the appropriate amount of each of the line items in the Initial Statement as to which Seller and Buyer disagree as specified in the Adjustment Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Buyer, shall prepare not be in excess of the higher, nor less than the lower, of the amounts advocated by Seller in the Adjustment Notice or Buyer in the Initial Statement with respect to such disputed line item. For the avoidance of doubt, the Independent Accountant shall not review any line items or make any determination with respect to any matter other than those matters in the Adjustment Notice that remain in dispute. The statement of the Working Capital as of the Closing and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be therein that are final and binding upon Acquiror on Seller and NewcoBuyer, as determined either through agreement of Seller and Buyer (deemed or otherwise) pursuant to Section 1.7(a) or (c) or through the determination of the Independent Accountant pursuant to this Section 1.7(e), are referred to herein as the “Final Statement” and the “Final Working Capital”, respectively. If, however, Acquiror The date on which the Final Working Capital is finally determined in accordance with this Section 1.7(e) is hereinafter referred to as the “Determination Date.” (f) The cost of the Independent Accountant’s review and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute determination shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror shared equally by Seller and Newco for resolutionBuyer. Seller and Buyer shall each bear the fees of their respective counsel, auditors and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs other representatives incurred in connection with the resolution determination and review of said dispute the Initial Statement. During the review by the Independent Accountant, Buyer and Seller shall each make available to the Independent Accountant such individuals and such information, books, records and work papers, as may be reasonably required by the Independent Accountant to fulfill its obligations under Section 1.7(e); provided, however, that the independent accountants of Seller or Buyer shall not be obligated to make any working papers available to the Independent Accountant unless and until the Independent Accountant has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (eg) Within ten (10) Business Days following As used herein, the “Final Working Capital Adjustment” may be a final positive or negative amount, and shall be equal to the Final Working Capital minus the Target Working Capital. Upon the determination of the Final Working Capital Amount ("Final Working Capital Amount")Adjustment on the Determination Date, (i) if the Initial Purchase Price shall be recomputed using the Final Working Capital Amount exceeds Adjustment instead of the Estimated Preliminary Working Capital AmountAdjustment. If such recomputation results in an increase of the Initial Purchase Price, then Acquiror will the Buyer shall pay to Newco in immediately available funds the Seller an amount in cash equal to such excess plus interest at increase within five (5) Business Days after the Agreed Rate Determination Date. If such recomputation results in a decrease of the Initial Purchase Price, then Buyer shall be entitled to receive from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds Escrow Fund an amount in cash equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. decrease within five (f5) In the event that Business Days after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand thereforDetermination Date.

Working Capital Adjustment. (a) Two Within 90 days prior to after the Effective TimeClosing Date, the Company Surviving Corporation shall inform Acquiror of (i) determine the Company's estimate of the Working Capital Net Cash Amount as of the end of the most recently available month end period immediately preceding after the Effective Time (the "Estimated Working Capital “Actual Net Cash Amount"”) and shall as promptly as reasonably practicable, following such determination, deliver to the Stockholders’ Representative a certificate, executed by an executive officer of the Parent, stating the Actual Net Cash Amount. Thereafter, either (i) the next occurring Contingent Payment shall be increased by the amount the Actual Net Cash Amount exceeds the Targeted Net Cash Amount (if such difference is a positive number), or (ii) the Company's basis Hold-back Amount payable shall be decreased by the amount the Actual Net Cash Amount is less than the Targeted Net Cash Amount (if such difference is a negative number), as applicable. If the Stockholders’ Representative disputes the Actual Net Cash Amount as calculated by the Surviving Corporation, then the Stockholders’ Representative shall have the right, for such estimates. The a period of 30 days from receipt of the calculation of the Estimated Working Capital Amount Actual Net Cash Amount, to request an independent third-party audit of the calculation. Such audit shall take place at the headquarters of Parent and shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As completed as promptly as reasonably practicable after the Effective Timethereafter, but and in any event to be completed within ninety (90) days thereafter180 days, Acquiror shall prepare by an independent accounting firm mutually agreed upon by the Parent and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's Stockholders’ Representative. The determination of the Working Capital Actual Net Cash Amount at by the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement independent accounting firm shall be final and binding upon Acquiror and Newco. Ifon the parties, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolutionabsent manifest error, and the decision costs of such firm review shall be final and binding upon Acquiror and Newco. All borne by the Stockholders’ Representative, unless the independent review reveals an increase in the Actual Net Cash Amount in excess of ten percent (10%), in which case the costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half borne by Acquiror and one-half by Newcothe Surviving Corporation. Acquiror and Newco For purposes of this Section 1.5, the “Targeted Net Cash Amount” shall use reasonable efforts to have the dispute resolved within ninety equal zero dollars (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"$0.00), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date after giving effect to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax BasisDebt Payment. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. Within five (a5) Two business days prior to the Effective TimeClosing, Seller shall deliver an estimated statement of Working Capital Adjustment as of the Company Closing substantially in the form of Exhibit A (the “Initial Working Capital Adjustment”). In the event the statement of Working Capital Adjustment delivered by Seller and accepted by Buyer indicates a deficit, then Buyer shall inform Acquiror reduce the Closing Cash by such deficit. In the event the statement of Working Capital Adjustment delivered by Seller and accepted by Buyer indicates a surplus, then Buyer shall increase the Closing Cash by such surplus. As soon as reasonably practicable following the Closing Date, but in no event more than thirty (i30) days after the Company's estimate Closing Date, Buyer shall cause to be prepared and delivered to Seller a statement of Working Capital Adjustment as of the Closing Date substantially in the form of Exhibit A. Seller and Buyer each shall bear its own expenses in the preparation and review of the Working Capital Amount as of Adjustment statements. Seller and Buyer will use commercially reasonable efforts to cooperate with each other in connection with the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination preparation of the Working Capital Amount at the Closing DateAdjustment statements. If Newco Seller disagrees with the determination set calculation of Buyer’s statement of Working Capital Adjustment, Seller shall, within fifteen (15) business days after its receipt of such statement, notify Buyer of such disagreement in writing, setting forth in reasonable detail the Acquiror Scheduleparticulars of such disagreement. In connection therewith, Newco shall give notice thereof Buyer will provide Seller reasonable access to Acquiror within sixty (60) days after delivery all of Buyer’s records not otherwise available to Seller as a result of the Acquiror Schedule transactions contemplated by this Agreement, to Newco, such notice the extent reasonably related to include reasonable detail regarding Seller’s review of the basis for Buyer’s Working Capital Adjustment statement and the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newcocalculation of Working Capital Adjustment. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of In the event that Seller does not provide such notice of disputedisagreement within such period, the dispute Seller shall be submitted deemed to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, have accepted Buyer’s Working Capital Adjustment statement and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination calculation of the Working Capital Amount (whether as a result of Newco's failing to give Adjustment. In the event any such notice of Newco's disagreement is timely provided, Buyer and Seller, in conjunction with Acquiror's determination within the time their respective independent accounting firms, shall use commercially reasonable efforts for a further period prescribed above, a resolution by Acquiror and Newco of any fifteen (15) business days (or such disagreement, or a determination by an accounting firm selected pursuant to this paragraph longer period as they may mutually agree) to resolve any disagreement among disagreements with respect to the partiescalculation of Working Capital Adjustment. If, at the end of such period, Buyer and Seller are unable to resolve such disagreements, then Xxxxxx & Associates (the “Auditor”) may occur on different dates. shall resolve any remaining disagreements. The Auditor shall determine as promptly as practicable (eand in any event, within thirty (30) Within ten days) whether the Working Capital Adjustment statement was prepared in accordance with the standards set forth in this Agreement and, only with respect to the disagreements submitted to the Auditor, whether and to what extent (10if any) Business Days following a final Closing Date Working Capital requires adjustment. The Auditor shall promptly (and in any event, within thirty (30) days) deliver to Buyer and Seller its determination in writing, which determination shall be made subject to the definitions and principles set forth in this Agreement, and shall be (i) consistent with either the position of Seller or Buyer or (ii) between the positions of Seller and Buyer. The fees and expenses of the Auditor shall be borne by Buyer and Seller in proportion to the degree to which the Working Capital Adjustment differs from the amount of Working Capital Adjustment proposed by the payer. The determination of the Final Auditor shall be final, binding and conclusive for purposes of this Agreement and not subject to any further recourse by Buyer or Seller under any provision hereof. The date on which Working Capital Amount ("Final Adjustment is finally determined in accordance with this Section is hereinafter referred to as the “Determination Date.” Within ten business days of the Determination Date, the Working Capital Amount"Adjustment (as adjusted by any Initial Working Adjustment) shall be paid in cash by wire transfer of immediately available funds from Buyer to Seller (if the Working Capital Adjustment is a positive amount), or from Seller to Buyer (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax BasisAdjustment is a negative amount). (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a1) Two days prior to The Purchase Price has been determined on the basis that 1043497, Tri-Ad, C&W and Flex-Art together will have Working Capital of not less than $4,516,895 (the “Estimated Working Capital”) at the Effective Time, including not less than $1,300,000 in cash. The preceding sentence notwithstanding, Estimated Working Capital will be increased by the Company shall inform Acquiror amount of any accruals for incentive compensation payable to Janko. (i2) Within 60 days after the Company's estimate of Closing Date, the Vendors will prepare and deliver to the Purchaser an unaudited statement setting out (by separate line-item) the Working Capital Amount for 1043497, Tri-Ad, C&W and Flex-Art as of the end of the most recently available month end period immediately preceding at the Effective Time (the "Estimated “Working Capital Amount"Statement”) with the assets and (ii) liabilities included therein valued in accordance with generally accepted accounting principles. Inventories will be confirmed as at the Company's close of business on the Closing Date by a physical stock-taking supervised jointly by representatives of the Vendors and representatives of the Purchaser. If requested by the Purchaser, the Vendors will permit the Purchaser and its auditors or other representatives to review the working papers and other documentation used or prepared in connection with the preparation of, or which otherwise form the basis for such estimatesof, the Working Capital Statement. The calculation Purchaser will provide to the Vendors, or will allow the Vendors access to, the documentation and materials reasonably necessary or desirable to prepare the Working Capital Statement as soon as reasonably practicably upon request of the Estimated Working Capital Amount shall be reasonably satisfactory to AcquirorVendor. (b3) At If the Effective Time, Acquiror shall pay Purchaser gives written notice to Newco in immediately available funds the amount, if any, by which Vendors that it disputes the Estimated Working Capital Amount exceeds $41,000,000 Statement within 30 days after the Working Capital Statement is given to the Purchaser and the parties cannot reach agreement on the Working Capital Statement within 30 days after such notice of dispute is given, the dispute will be referred for determination by arbitration to a senior audit partner at the Toronto office of an auditor that is reasonably acceptable to all parties chosen by the managing partner of such office. The determination by such arbitrator will be made within 20 Business Days of such referral and will be final and binding on both parties. The costs of the arbitrator will be borne equally by the Vendors and the Purchaser. (4) If the Working Capital as determined by the parties or Newco shall pay to Acquiror in immediately available funds the amountarbitrator, if anyas the case may be, by which $41,000,000 exceeds the Estimated Working Capital, the Purchaser will pay the amount of the difference (less any shortfall in cash included in Working Capital Amount. (cbelow $1,300,000) As promptly as practicable to the Vendors by wire transfer of immediately available funds to an account specified by the Vendors within five Business Days after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare determination and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of Purchase Price will be adjusted accordingly. If the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute as so determined is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds less than the Estimated Working Capital AmountCapital, then Acquiror the Vendors will pay the amount of the difference (plus any shortfall in cash included in Working Capital below $1,300,000) to Newco in the Purchaser by wire transfer of immediately available funds to an amount equal to such excess plus interest at account specified by the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that Purchaser within five Business Days after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt determination and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand thereforPurchase Price will be adjusted accordingly.

Working Capital Adjustment. (a) Two Not later than forty-five (45) days prior after the Closing Date, Purchaser shall cause to be delivered to PHMD a statement setting forth Purchaser's calculation of Working Capital, as of 11:59 p.m. on the Effective Time, Closing Date (the Company shall inform Acquiror of (i"Closing Date Statement") together with the Company's estimate balance sheet of the Working Capital Amount Business prepared as of the end of the most recently available month end period immediately preceding the Effective Time Closing Date from which such Closing Date Statement was derived (the "Estimated Closing Date Balance Sheet"). The Closing Date Balance Sheet for purposes of the calculation of Working Capital Amount") and (ii) set forth in the Company's basis for such estimatesClosing Date Statement shall be determined in a manner consistent with the principles used in the preparation of the Reference Balance Sheet. The review of the calculation of the Estimated Working Capital Amount set forth in the Closing Date Balance Sheet in accordance with this Section 2.5 shall be reasonably satisfactory limited to Acquirora review of the changes, if any, in Working Capital as of 11:59 p.m. on the Closing Date as compared to the Target Working Capital and not a review of any changes in accounting policy or any other matter but in all events in accordance with GAAP. (b) At Purchaser shall permit PHMD and its Representatives reasonable access during normal business hours to the Effective Timebooks and records, Acquiror shall pay accountant's work papers, personnel, and facilities of the Purchaser pertaining to Newco the operation of the Business in immediately available funds order to complete its review of the amountClosing Date Statement, if anythe calculation of the Working Capital, by which as of 11:59 p.m. on the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds Closing Date and the amount, if any, by which $41,000,000 exceeds Closing Date Balance Sheet and for the Estimated Working Capital Amountpurpose of resolving any disputes with respect thereto. (c) As promptly as practicable after the Effective Time, but in any event within ninety Within thirty (9030) days thereafterafter receipt of the Closing Date Statement, Acquiror shall prepare and deliver to Newco a schedule PHMD may either inform Purchaser in writing that the Closing Date Statement is acceptable or object thereto in writing, setting forth its objections (the "Acquiror ScheduleSeller Objections"). The Seller Objections. shall set forth PHMD's calculation of the applicable amounts and shall specify those items or amounts as to which PHMD disagrees, and PHMD shall be deemed to have agreed with all other items and amounts contained in the Closing Date Statement. If PHMD delivers the Seller Objections and PHMD and Purchaser do not resolve all such Seller Objections on a mutually agreeable basis within fifteen (15) Business Days after Purchaser's receipt of the Seller Objections, any Sellers Objection as to which Purchaser and PHMD cannot agree upon may be submitted by either Purchaser or PHMD to a mutually acceptable accounting firm (the "Designated Accounting Firm") showing Acquiror's determination for resolution as provided herein. If PHMD and Purchaser cannot agree on a Designated Accounting Firm within five (5) Business Days after the expiration of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination fifteen (15) Business Day period set forth in above, then Deloitte LLP shall be the Acquiror ScheduleDesignated Accounting Firm. The Designated Accounting Firm shall have the power, Newco shall give notice thereof authority and duty to Acquiror within sixty (60) days after delivery resolve any outstanding Seller Objections and the decision of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement Designated Accounting Firm shall be final and binding upon Acquiror the Parties. Upon the agreement of PHMD and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and Purchaser or the decision of such firm the Designated Accounting Firm, the Closing Date Statement, as adjusted in accordance with this Section 2.5, if necessary, shall be final and conclusive with respect to the calculation of Working Capital, as of 11:59 p.m. on the Closing Date. If PHMD fails to deliver any Seller Objections to Purchaser within the first thirty (30) day period referred to above or if PHMD informs Purchaser in writing that the Closing Date Statement is acceptable, the Closing Date Statement delivered by Purchaser shall be final and binding upon Acquiror on the Parties. (d) In resolving any disputed item, the Designated Accounting Firm (i) shall be bound by the provisions of this Section 2.5, (ii) may not assign a value to any item greater than the highest value claimed for such item or less than the lowest value for such item claimed by either Purchaser or PHMD, (iii) shall restrict its decision to such items included in the Seller Objections which are then in dispute, (iv) may review only the written presentations of Purchaser and NewcoPHMD in resolving any matter which is in dispute, and (v) shall render its decision in writing within thirty (30) days after the disputed items have been submitted to it. All costs incurred in connection with Upon the resolution of said dispute by such independent public accountantsall Seller Objections, including the Closing Date Balance Sheet shall be revised to reflect the resolution. If PHMD makes any Seller Objections, the fees, costs and expenses and fees for services rendered, of the Designated Accounting Firm shall be paid one-half (x) by Acquiror PHMD, if the Seller Objections are resolved in favor of Purchaser, or (y) by Purchaser, if the Seller Objections are resolved in favor of PHMD. If the Seller Objections are resolved part in favor of PHMD and one-half part in favor of Purchaser, such fees, costs and expenses shall be shared by Newco. Acquiror Purchaser and Newco shall use reasonable efforts PHMD in proportion to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination aggregate amount of the Working Capital Amount (whether as a result Seller Objections resolved in favor of Newco's failing PHMD compared to give notice the aggregate amount of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco Seller Objections resolved in favor of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different datesPurchaser. (e) Within ten If the Working Capital as of 11:59 p.m. on the Closing Date as finally determined in accordance with this Section 2.5 exceeds the Target Working Capital, Purchaser shall, within five (105) Business Days following a after such final determination of the Final Working Capital Amount ("Final Working Capital Amount")determination, (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at to PHMD in cash by wire transfer of immediately available funds to an account specified by PHMD; provided, however, that in no event shall Purchaser be required to make any such payment to PHMD unless and until the Agreed Rate from amount of such excess exceeds $450,000 (the "Collar"), whereupon Purchaser shall be required to pay only the amount of such excess exceeding the Collar, up to a maximum payment amount of $500,000. If the Working Capital as of 11:59 p.m. on the Closing Date to as finally determined in accordance with this Section 2.5 is less than the date of payment and Target Working Capital, PHMD shall, within five (ii5) if the Estimated Working Capital Amount exceeds the Final Working Capital AmountBusiness Days after such final determination, Newco will pay to Acquiror in immediately available funds an amount equal to the absolute value of such excess plus interest at shortfall to Purchaser in cash by wire transfer of immediately available funds to an account specified by Purchaser; provided, however, that in no event shall PHMD be required to make any such payment to Purchaser unless and until the Agreed Rate from absolute value of the amount of such shortfall exceeds the Collar, whereupon PHMD shall be required to pay only the amount of the absolute value of such shortfall exceeding the Collar, up to a maximum payment amount of $500,000. If the Working Capital as of 11:59 p.m. on the Closing Date as finally determined in accordance with this Section 2.5 (i) is equal to the date of paymentTarget Working Capital, or (ii) exceeds or is less than the Target Working Capital by an amount that is less than or equal to the Collar, then neither Purchaser nor PHMD shall owe any amount to the other Party pursuant to this Section 2.5. Any such The Parties shall treat any payments shall be made on in accordance with this Section 2.50 as an After-Tax Basisadjustment to the Purchase Price. (f) In Purchaser agrees that, following the event Closing through the date that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount if any, is made pursuant to Section 2.50, Purchaser will not knowingly take any actions that would make it impossible to calculate Working Capital as of the Surviving Corporation Closing Date in immediately available funds promptly upon demand thereforthe manner and utilizing the methods required by this Agreement.

Working Capital Adjustment. (a) Two days Seller and Buyer shall cooperate and provide each other access to their respective books, records and employees as are reasonably requested in connection with the matters addressed in this Section 2.6. Attached hereto as Schedule 2.6 is a reasonable estimate, as of the date of this Agreement, of the Net Working Capital. Promptly after conclusion of United Holdings’ year end audit, or if sooner, the fifth Business Day preceding Closing, Seller shall calculate the Net Working Capital and shall provide Buyer with written notice thereof. Within five Business Days prior to the Effective Timeexpected Closing Date, the Company Seller shall inform Acquiror of (i) the Company's in good faith estimate of the Net Working Capital Amount as of as of the end close of business on the most recently available month end period Business Day immediately preceding the Effective Time (the "Estimated Working Capital Amount") Closing Date and (ii) the Company's basis for such estimates. The calculation shall provide Buyer with written notice thereof and of the Estimated Working Capital Amount Adjustment. The existence of any dispute with respect to any such calculations shall not delay or otherwise affect the Closing or the obligation to make the payments specified in Section 2.5 at the Closing. For purposes of calculating Net Working Capital, all payments made at Closing pursuant to Section 5.6 shall be reasonably satisfactory deemed to Acquirorhave been paid as of as of the close of business on the Business Day immediately preceding the Closing Date. (b) At Within 45 days after Closing, Buyer shall provide Seller with its good faith calculation of Net Working Capital as of the Effective Timeclose of business on the Business Day immediately preceding the Closing Date and the Working Capital Adjustment, Acquiror as well as detailed supporting information, which clearly delineates the specific line item differences between Buyer’s new calculation and Seller’s previous calculation. If Seller disagrees with any of the calculations provided by Buyer pursuant to the notice referenced in the foregoing sentence, then it shall pay provide Buyer with written notice thereof within 30 days after receiving written notice thereof and shall include reasonable detail regarding such specific objections. If Buyer and Seller working in good faith are unable to Newco in immediately available funds agree on such disputed items on or prior to the amount90th day following the Closing Date, then either Party may refer such dispute to Ernst & Young LLP or, if anythat firm declines to act as provided in this Section 2.6(b), another firm of independent public accountants, mutually acceptable to Buyer and Seller (such selected firm being the “Accounting Firm”), which firm shall make a final and binding determination as to all matters in dispute on a timely basis and promptly shall notify the Parties in writing of its resolution. Such Accounting Firm handling the dispute resolution shall act as an expert and not as a moderator and shall not have the power to modify or amend any term or provision of this Agreement. Each of Buyer and Seller shall bear and pay one-half of the fees and other costs charged by which such Accounting Firm. If Seller does not object to Buyer’s calculations within the Estimated Working Capital Amount exceeds $41,000,000 time period and in the manner set forth in the second sentence of this Section 2.6(b) or Newco accepts Buyer’s calculations, then such calculations as set forth in Buyer’s notice shall pay to Acquiror in immediately available funds become final and binding upon the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital AmountParties for all purposes hereunder. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of If the Working Capital Amount at Adjustment (as agreed between Buyer and Seller or as determined by the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public above-referenced accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90or otherwise) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds greater than the Estimated Working Capital AmountAdjustment as paid by Buyer at Closing, then Acquiror will Buyer shall pay to Newco in Seller within five Business Days after such amounts are so agreed or determined, by wire transfer of immediately available funds to an account or accounts designated by Seller, the amount equal to of such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and difference or (ii) if less than the Estimated Working Capital Amount exceeds Adjustment as paid by Buyer at Closing, then Seller and Buyer shall execute a joint instruction to the Final Working Capital Amount, Newco will Escrow Agent to pay to Acquiror in Buyer, within five Business Days after such amounts are agreed or determined, by wire transfer of immediately available funds to an account designated by Buyer, the amount equal to of such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basisdifference. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two Within 60 days prior following the Closing Date, the Purchaser shall prepare and deliver to the Seller a draft statement of Working Capital (the “Draft Working Capital Statement”) of the Purchased Business prepared as of the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of . The Draft Working Capital Statement is to be prepared on a basis consistent with the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to AcquirorPrinciples. (b) At The Purchaser shall provide the Effective TimeSeller access, Acquiror upon every reasonable request, to its work papers, the relevant accounting books and records and the appropriate personnel to verify matters relating to the Draft Working Capital Statement. Within 30 days following receipt of the Draft Working Capital Statement, the Seller shall pay notify the Purchaser in writing if it has any objections or if it has accepted the Draft Working Capital Statement as the final working capital statement. The notice of objection must contain a description the basis of each objection and each amount in dispute. The Seller is deemed to Newco have accepted the Draft Working Capital Statement as the Final Working Capital Statement if it does not deliver a notice of objection containing the required information to the Purchaser within the specified period of 30 days. (c) If the Seller delivers a notice of objection, the Parties shall work expeditiously and in immediately available funds good faith in an attempt to resolve matters within a further period of 20 days after delivery of the notice of objection. If the Parties fail to reach agreement as to the amount of Working Capital, the dispute will be submitted to an independent accounting firm of recognized national standing in Canada, which is agreed upon by the Parties (the “Independent Accountant”). The Parties shall use best efforts to cause the Independent Accountant to deliver a decision within 30 days after the dispute is submitted to the Independent Accountant, based solely on the written submissions and information submitted by the Purchaser and the Seller. The Independent Accountant will only consider the matters included in the notice of objection and, with respect to a disputed item on the calculation of Final Working Capital, its determination of amount, if anynot in accordance with the position of either the Purchaser or the Seller, shall be within the range of the amounts set out in the notice of objection and the Draft Working Capital Statement. (d) The decision of the Independent Accountant will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. The Independent Accountant is deemed to be acting as expert and not as arbitrator. (e) If an Independent Accountant is retained to resolve a dispute, the Independent Accountant shall determine the proportion of its costs and expenses to be paid by the Seller and the Purchaser respectively, based primarily on the degree to which the Estimated Independent Accountant has accepted the positions of the respective parties in relation to the dispute. The Parties will each bear their own costs in presenting their respective cases to the Independent Accountant. (f) Immediately following the written acceptance by the Seller of the Draft Working Capital Amount exceeds $41,000,000 Statement as referred to in Section 3.5(b), the end of 30 day period referred to in Section 3.5(b) or Newco the resolution of any dispute in accordance with Section 3.5(c), as applicable, the Purchaser shall pay deliver to Acquiror the Seller the final working capital statement (the “Final Working Capital Statement”) which will be final and binding upon the Parties and will not be subject to appeal. For greater certainty, (i) if the Seller has accepted or is deemed to have accepted the Draft Working Capital Statement as the final working capital statement in immediately available funds accordance with Section 3.5(b), the amountDraft Working Capital Statement shall be deemed to be the Final Working Capital Statement and (ii) if the Seller delivers a notice of objection in accordance with Section 3.5(b), if anythe Draft Working Capital Statement, by which $41,000,000 exceeds as amended to reflect the Estimated terms of any resolution or decision referred to in Sections 3.5(b) or 3.5(c), shall be deemed to be the Final Working Capital Statement. (g) The Purchase Price will be increased or decreased, as the case may be, dollar- for-dollar, to the extent that the Working Capital set out in the Final Working Capital Statement (the “Final Working Capital Amount”) (and, for greater certainty, as calculated in accordance with the Working Capital Principles) is more or less than the Target Working Capital Amount. (ch) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement.If: (di) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount is greater than the Estimated Working Capital, the Purchaser shall pay to the Seller the difference between the two amounts and the Purchaser and the Seller shall deliver a joint direction to the Escrow Agent to release the Adjustment Escrow Amount to the Seller on the Adjustment Date; and ("Final Working Capital Amount"), (iii) if the Final Working Capital Amount exceeds is less than the Estimated Working Capital AmountCapital, then Acquiror will pay the Purchaser and the Seller shall deliver a joint direction to Newco in immediately available funds the Escrow Agent to release from the Adjustment Escrow Amount an amount equal to such excess plus interest at the Agreed Rate from the Closing Date difference to the date of payment Purchaser and (ii) the balance to the Seller or, if the Estimated Working Capital Amount exceeds difference is greater than the Final Working Capital Adjustment Escrow Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from Purchaser and the Closing Date Seller shall deliver a joint direction to the date Escrow Agent to release the entire Adjustment Escrow Amount to the Purchaser and the Seller shall pay the remaining amount of paymentsuch difference owing to the Purchaser. Any such payments shall payment will be made by wire transfer to the appropriate Party on an After-Tax Basisor before the Adjustment Date. (fi) In the event that after the Effective Time it is determined that the Company shall have failed The determination and adjustments to pay or provide for the Existing Company Debt Working Capital and the Deal Expenses as provided Purchase Price in accordance with the provisions of this Section 2.01(b) and 3.5 do not limit or affect any other rights or causes of action which the Surviving Corporation makes such payment, Newco shall promptly pay such amount Parties may have with respect to the Surviving Corporation representations, warranties, covenants and indemnities in immediately available funds promptly upon demand thereforits favour contained in this Agreement.

Working Capital Adjustment. (a) Two days prior to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within Within sixty (60) days after delivery the Closing Date, Purchaser shall prepare and deliver to Shareholders (such delivery, the “Post-Closing Delivery”): a calculation of the Acquiror Schedule Working Capital of Company as of the close of business on the Closing Date (the “Closing Date Working Capital”). (b) The Shareholders (acting jointly) shall have thirty (30) days from the date Purchaser makes the Post-Closing Delivery (such period, the “Dispute Period”) to Newconotify Purchaser, in writing, as to whether the Shareholders agree or disagree with the calculations set forth on the Post-Closing Delivery (such notice written notice, the “Dispute Notice”). During the Dispute Period, the Shareholders shall be permitted to include review (during regular business hours and upon reasonable detail regarding prior notice) the basis for working papers of Purchaser and (where applicable) the disagreementPurchaser’s accountants (and any other pertinent documents reasonably required by the Shareholders) relating to the matters set forth in the Post-Closing Delivery. (c) If the Shareholders (acting jointly) fail to deliver a Dispute Notice to Purchaser during the Dispute Period, (i) the Closing Date Balance Sheet as prepared by Purchaser shall be deemed to have been correctly prepared, and (ii) Purchaser’s calculation of Closing Date Working Capital shall be deemed to be final and correct and shall be binding upon each of the parties hereto. (d) Acquiror If the Shareholders (acting jointly) deliver a Dispute Notice to Purchaser during the Dispute Period, the Shareholders (acting jointly) and Newco Purchaser shall, for a period of forty-five (45) days from the date the Dispute Notice is delivered to Purchaser (such period, the “Resolution Period”), use their respective reasonable best efforts to amicably resolve the items in dispute. Any items so resolved by the parties shall attempt be deemed to settle be final and correct as so resolved and shall be binding upon each of the parties hereto. (e) If the Shareholders (acting jointly) and Purchaser are unable to resolve all of the items in dispute during the Resolution Period, then either the Shareholders (acting jointly) or Purchaser may refer the items remaining in dispute to Independent Accountants. The Shareholders (acting jointly) and Purchaser shall each submit an affidavit to the other evidencing no conflict with the selected accounting firm, and such firm shall so certify to the Shareholders and Purchaser that no conflicts exist. Such referral shall be made to the Independent Accountants in writing not later than thirty (30) days after the end of the Resolution Period, copies of which shall concurrently be delivered to the non-referring parties hereto. The referring party shall furnish the Independent Accountants, at the time of such referral, with the Post-Closing Delivery and the Dispute Notice. The parties shall also furnish the Independent Accountants with such other information and documents as the Independent Accountants may reasonably request in order for them to resolve the items in dispute. The Shareholders (acting jointly) and Purchaser shall each also, within ten (10) days of the date the items in dispute are referred to the Independent Accountants, provide the Independent Accountants with a written notice (a “Position Statement”) describing in reasonable detail their respective positions on the items in dispute (copies of which will concurrently be delivered to the other party hereto). If any party fails to timely deliver its Position Statement to the Independent Accountants, the Independent Accountants shall resolve the items in dispute solely upon the basis of the information otherwise provided to them. The Independent Accountants shall resolve all disputed items in a written determination to be delivered to the Shareholders and Purchaser within forty-five (45) days after such disagreementmatter is referred to them; provided, however, that any delay in delivering such settlement determination shall not invalidate such determination or deprive the Independent Accountants of jurisdiction to resolve the items in dispute. The decision of the Independent Accountants as to the items in dispute shall be final and binding upon Acquiror the parties hereto and Newcoshall not be subject to judicial review. If, however, Acquiror The fees and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror expenses of such notice the Independent Accountants incurred in the resolution of dispute, the any items in dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror reasonably determined by the Independent Accountants and Newco for resolution, set forth in their report and the decision of such firm shall be final allocated and binding upon Acquiror paid by the Shareholders (jointly) and Newco. All costs incurred Purchaser in connection with inverse proportion to the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have extent they prevailed on the dispute resolved within ninety items in dispute. (90f) Within five (5) business days after such dispute is submitted to said independent public accountants. The the final determination of the Closing Date Balance Sheet and the calculation of Closing Date Working Capital Amount (whether as through failure of Shareholders to timely deliver a result Dispute Notice, agreement of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreementparties, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"Independent Accountants), , (i) if the Final Closing Date Working Capital Amount exceeds is less than the Estimated Base Working Capital AmountCapital, then Acquiror will Mx. Xxxxxx shall pay to Newco in immediately available funds an amount equal to such excess plus interest at Purchaser 50% of the Agreed Rate from difference and Mx. Xxxxx shall pay Purchaser 50% of the Closing Date to the date of payment and difference; or (ii) if the Estimated amount of cash included in Closing Date Working Capital Amount exceeds is less than One Hundred Thousand Dollars ($100,000), Mx. Xxxxxx shall pay Purchaser 50% of the Final difference and Mx. Xxxxx shall pay Purchaser 50% of the difference; or (iii) if Closing Date Working Capital Amountis more than the Base Working Capital and the amount of cash included in Closing Date Working Capital is greater than One Hundred Thousand Dollars, Newco will Purchaser shall pay Shareholders the difference up to Acquiror the amount of cash in excess of $100,000. (g) Unless otherwise agreed to in writing by Purchaser and the Shareholders, all payments under Section 2.3(f) above shall be made by wire transfer of immediately available funds to an amount equal to such excess plus interest at account or accounts designated in writing by the Agreed Rate from the Closing Date to the date of payment. Any such payments Shareholders or Purchaser, as appropriate, which designation shall be made on an After-Tax Basisby the party receiving such payment no later than one (1) business day prior to the payment date. (fh) In If Purchaser fails to timely deliver the event that after Post-Closing Delivery or if during the Effective Time it Resolution Period the dispute described in the Dispute Notice is determined that not resolved and Purchaser fails to timely refer the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount dispute to the Surviving Corporation in immediately available funds promptly upon demand thereforIndependent Accountants, Purchaser shall not be entitled to any adjustment under this Section 2.3.

Working Capital Adjustment. (a) Two days prior to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable Within 60 days after the Effective TimeClosing Date, but in any event within ninety (90) days thereafter, Acquiror Buyer shall prepare and deliver to Newco Seller a schedule statement (the "Acquiror Schedule"“Statement”) showing Acquiror's determination setting forth Working Capital as of the Working Capital Amount at close of business on the Closing Date. If Newco disagrees Date (“Closing Working Capital”), which statement shall be prepared in accordance with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery requirements of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreementthis Section 2.02. (dii) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement During the 45-day period following Seller’s receipt of the Statement, Seller shall be permitted to review the working papers of Buyer relating to the Statement. The Statement shall become final and binding upon Acquiror and Newco. Ifthe parties on the forty-fifth (45th) day following delivery thereof, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such unless Seller gives written notice of disputeits disagreement with the Statement (“Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature of any disagreement so asserted and (B) only include disagreements based on whether the Seller Accounting Policies were used correctly, based on whether if none of the dispute Seller Accounting Policies applies to a particular adjustment in the Statement, whether that adjustment is consistent with the Company’s historical practices, based on mathematical errors or based on Closing Working Capital not being calculated in accordance with this Section 2.02. If a Notice of Disagreement is received by Buyer in a timely manner, then the Statement (as revised in accordance with clause (1) or (2) below) shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be become final and binding upon Acquiror Seller and NewcoBuyer on the earlier of (1) the date Seller and Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (2) the date any disputed matters are finally resolved in writing by the Accounting Firm. (iii) During the 30-day period following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. All costs incurred At the end of such 30-day period, Seller and Buyer shall submit to a nationally recognized independent accounting firm mutually agreed upon by Seller and Buyer (the “Accounting Firm”) for review and resolution any and all matters which remain in connection with dispute and which were properly included in the resolution Notice of said dispute by such independent public accountants, including expenses and fees for services rendered, Disagreement. The scope of the Accounting Firm’s review shall be paid one-half by Acquiror limited to only those matters which remain in dispute and one-half by Newcowhich were properly included in the Notice of Disagreement. Acquiror Seller and Newco Buyer shall use reasonable efforts to have cause the dispute resolved within ninety (90) days after such dispute is Accounting Firm to render a decision resolving the matters submitted to said independent public accountantsthe Accounting Firm within 45 days of the receipt of such submission. The final Seller and Buyer agree that judgment may be entered upon the determination of the Working Capital Amount (whether as Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The Accounting Firm’s determination shall be accompanied by a result certificate of Newco's failing to give notice the Accounting Firm that it reached its decision in accordance with the provisions of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco this Section 2.02(a). The cost of any such disagreement, or a determination by an accounting firm selected arbitration (including the fees and expenses of the Accounting Firm) pursuant to this paragraph to resolve any disagreement among Section 2.02(a) shall be borne by Buyer and Seller in inverse proportion as they may prevail on matters resolved by the parties) may occur on different dates. (e) Within ten (10) Business Days following a final Accounting Firm, which proportionate allocation also shall be determined by the Accounting Firm at the time the determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if Accounting Firm is rendered on the Final Working Capital Amount exceeds merits of the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basismatter submitted. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days prior Seller and Buyer acknowledge and agree that the consideration to the Effective Time, the Company shall inform Acquiror of be paid by Buyer hereunder is to be established in part by reference to: (i) the Company's estimate non-cash current assets of the Working Capital Amount as Company, equal to the current assets of the end Company minus the cash of the most recently available month end period immediately preceding the Effective Time Company, each determined in accordance with GAAP (the "Estimated Working Capital Amount") and “Non-Cash Current Assets”), existing at the close of business on the Closing Date; and (ii) the Company's basis for such estimates. The calculation current liabilities of the Estimated Working Capital Amount shall be reasonably satisfactory to AcquirorCompany, determined in accordance with GAAP (“Current Liabilities”), existing at the close of business on the Closing Date. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable Within 90 days after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof Buyer will furnish to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), Seller: (i) if a report (the Final Working Capital Amount exceeds “Preliminary Report”) stating the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at Non-Cash Current Assets and the Agreed Rate from Current Liabilities as of the Closing Date to the date of payment Date; and (ii) applicable supporting documentation for the Preliminary Report. Unless Seller gives written notice to Buyer of a good faith objection to a material aspect of the Preliminary Report before the close of business on the 30th day after Seller’s receipt thereof, the Preliminary Report will then become binding upon Seller and Buyer and will be the “Final Report” and such 30th day will be the “Final Report Date.” If Seller (by written notice to Buyer and Parent before the close of business on such 30th day) objects in good faith to any material aspect of the Preliminary Report, then only those aspects as to which the good faith objection was made will not become binding. Seller and Buyer will discuss any such objection(s) and, if they reach written agreement amending the Estimated Working Capital Amount exceeds Preliminary Report, then the Preliminary Report, as amended by such written agreement, will become binding and will become the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to Report and the date of paymentsuch written agreement will be the Final Report Date. Any If Seller and Buyer do not reach written agreement within 30 days after Seller gives such payments shall notice of objection(s), then the matter(s) objected to (and only such matter(s)) will be made submitted to PricewaterhouseCoopers, LLP (the “CPA”), certified public accountants (whose fees will be divided equally between Seller and Buyer), who will resolve the dispute by delivery of a written statement of such resolution to Buyer and Seller within 60 days after submission of the dispute to the CPA, which statement, when delivered to Seller and Buyer, will become binding on an After-Tax Basis. Seller and Buyer. Such statement (fcombined with those aspects of the Preliminary Report as to which Seller did not provide notice of objection) In will be the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt Final Report and the Deal Expenses as provided in Section 2.01(b) date on which the CPA submits such statement to Seller and Buyer will be the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand thereforFinal Report Date.

Working Capital Adjustment. (a) Two days prior As soon as practicable (but not later than 45 days) following the date hereof, Buyer shall prepare and deliver to Sellers a statement (the Effective Time"Closing Working Capital Statement"), the Company shall inform Acquiror of (i) the Company's estimate of setting forth the Working Capital Amount (as defined in Section 1.5(a)) of the Business as of the end open of business on the most recently available month end period immediately preceding the Effective Time (the "Estimated date hereof. The Closing Working Capital Amount") and (ii) Statement shall be prepared in good faith in conformity with GAAP in effect on the Company's date hereof applied on a basis for such estimates. The calculation of consistent with the Estimated Working Capital Amount shall be reasonably satisfactory to AcquirorStatements. (b) At In connection with the Effective Time, Acquiror shall pay to Newco in immediately available funds preparation of the amount, if any, by which the Estimated Closing Working Capital Amount exceeds $41,000,000 Statement, on or Newco within five (5) days of the date hereof, Sellers shall pay take a physical inventory which may be observed by Buyer and/or its representatives. The Buyer, in its sole discretion, may waive this physical inventory requirement upon its satisfaction of the reliability of Sellers' perpetual inventory records, through cycle counts taking place within 30 days of the date hereof and other alternate procedures, acceptable to Acquiror Buyer in immediately available funds its sole discretion, provided such alternative procedure is reasonably acceptable to Sellers. The amount of inventory included in the amount, if any, by which $41,000,000 exceeds the Estimated calculation of Working Capital Amountshall include only inventory that meets Sellers' specifications and industry standards applicable to such inventory and is usable and saleable in the ordinary course of the Business within fifteen months from the Closing. Said physical inventory or perpetual inventory records shall list the type and quantity of the inventory in reasonable detail. (c) As promptly After receipt of the Closing Working Capital Statement, Sellers shall have 30 days to review it. Sellers and its representatives shall have full access to all relevant books and records and employees of Buyer in connection with Sellers' review of the Closing Working Capital Statement. Unless Sellers deliver written notice to Buyer on or prior to the 30th day after receipt of the Closing Working Capital Statement of its disagreement as practicable after to any amount included in or omitted from the Effective TimeClosing Working Capital Statement specifying in reasonable detail the basis for its disagreement, but in any event Sellers shall be deemed to have accepted and agreed to the Closing Working Capital Statement. If Sellers so notify Buyer of such an objection to the Closing Working Capital Statement, Sellers and Buyer shall within ninety (90) 30 days thereafter, Acquiror shall prepare and deliver to Newco a schedule following the date of such notice (the "Acquiror ScheduleWorking Capital Resolution Period") showing Acquiror's determination of the Working Capital Amount at the Closing Dateattempt to resolve their differences. If Newco disagrees with the determination set forth in the Acquiror ScheduleAny resolution by them as to any disputed amount shall be final, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newcobinding, such notice to include reasonable detail regarding the basis for the disagreementconclusive and nonappealable. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco If at the conclusion of the Working Capital Resolution Period there are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of amounts still remaining in dispute, the then all amounts remaining in dispute shall be submitted to an a firm of nationally recognized independent certified public accounting firm mutually accountants reasonably acceptable to Acquiror Buyer and Newco for resolutionSellers (the "Neutral Auditor"). Buyer and Sellers agree to execute, if requested by the Neutral Auditor, a reasonable engagement letter. The Neutral Auditor shall act as an arbitrator to determine, based solely on presentations by Buyer and Sellers, and the decision of such firm not by independent review, only those amounts still in dispute. The Neutral Auditor's determination shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution made within 30 days of said dispute by such independent public accountants, including expenses and fees for services renderedits engagement, shall be paid one-half set forth in a written statement delivered to Buyer and Sellers and shall be final, binding and conclusive. The fees and expenses of the Neutral Auditor shall be allocated between Buyer and Sellers so that Sellers' share of such fees and expenses shall be equal to the product of (i) and (ii), where (i) is the aggregate amount of such fees and expenses, and where (ii) is a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by Acquiror Sellers (as determined by the Neutral Auditor) and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the denominator of which is the total amount in dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountantsarbitration. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco balance of any such disagreement, or a determination fees and expenses shall be paid by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Buyer. The term "Final Closing Working Capital Amount ("Final Statement," means the definitive Closing Working Capital Amount"), (iStatement accepted by Sellers or agreed to by Buyer and Sellers in accordance with Section 1.6(c) if or the Final definitive Closing Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate Statement resulting from the Closing Date determinations made by the Neutral Auditor in accordance with this Section 1.6(d) (in addition to the date of payment those items theretofore accepted by Sellers or agreed to by Buyer and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax BasisSellers). (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Company's Adjusted Working Capital (aas hereinafter defined) Two days prior to is less than $400,000 on the Effective TimeClosing Date (the "Closing Adjusted Working Capital Amount"). The Company's Adjusted Working Capital shall mean the Company's current assets, the Company shall inform Acquiror of less: (i) the Company's estimate portion of trade receivables that are more than 100 days past the original invoice date; (ii) an aggregate amount of Inventory exceeding $450,000; (iii) promissory notes or other amounts due from employees or Affiliates of the Company; and (iv) the Adjusted Current Liabilities, calculated pursuant to GAAP. Promptly following the Closing and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the Accountants to verify the amount of the Closing Adjusted Working Capital Amount. The Accountants shall issue a report as to their determination of the Closing Adjusted Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital AmountAccountants' CAWCA Report") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's their determination of such amount and the Working Capital Amount at Purchaser shall deliver the Closing Date. If Newco disagrees with Accountants' CAWCA Report to the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within Sellers no later than sixty (60) days after delivery following the Closing Date. The determination of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding Closing Adjusted Working Capital Amount by the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement Accountants shall be final conclusive and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable the parties hereto unless the Sellers shall object to settle such dispute the Accountants' CAWCA Report within sixty fifteen (6015) days after following their receipt by Acquiror of such notice of disputethe Accountants' CAWCA Report. The Sellers' objection, if any, to the dispute Accountants' CAWCA Report (the "Sellers' CAWCA Objection") shall be submitted set forth in reasonable detail the Sellers' objection(s) to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, the Accountants' CAWCA Report and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination Sellers' calculation of the Closing Adjusted Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Amount. Within ten (10) Business Days following a final determination days after receipt of the Final Sellers' CAWCA Objection, the Purchaser will notify the Sellers whether it accepts or disputes the Sellers' adjustments, if any, which notification shall set forth in reasonable detail the adjustments made by the Sellers which the Purchaser continues to dispute (the "Purchaser's CAWCA Response Notice"). If the Sellers do not object to the Accountants' CAWCA Report, or if the Purchaser agrees to accept the Sellers' adjustments to the Accountants' CAWCA Report, then the adjustment based on the then final Closing Adjusted Working Capital Amount (the "Final Adjusted Working Capital Amount"), if any, shall be paid by the Sellers to the Purchaser in immediately available funds within five (i5) if business days of such acceptance. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Final Escrow Amount pursuant to the Escrow Agreement and the Sellers shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value (as defined below) equal to such amount. If the Sellers object to the Accountants' CAWCA Report as set forth above and the Purchaser does not accept the Sellers' proposed adjustments, then an independent accounting firm mutually satisfactory to the Sellers and the Purchaser shall be engaged to determine the amount of the Closing Adjusted Working Capital Amount exceeds and the Estimated Final Adjusted Working Capital Amount, then Acquiror will pay based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount determined as provided above shall be paid to Newco the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and the Sellers shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an amount aggregate Value equal to such excess plus interest amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Agreed Rate from Sellers shall each bear one-half of all of the Closing Date to the date costs and expenses of payment such independent accounting firm, and (ii) if the Estimated Working Capital Amount exceeds parties hereto are unable to agree upon an independent accounting firm, the Final Working Capital Amount, Newco Sellers and Purchaser will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at request that one be designated by the Agreed Rate from President of the Closing Date to Philadelphia office of the date of payment. Any such payments shall be made on an After-Tax BasisAmerican Arbitration Association. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days prior to On the Effective TimeClosing Date, Purchaser and Seller shall together prepare the Company shall inform Acquiror Sample NWC Calculation attached hereto as Exhibit A. In the event that the estimated amount of (i) “Required Cash” reflected on the Company's estimate Sample NWC Calculation is in excess of $5,000, then the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount Purchaser shall be reasonably satisfactory entitled to Acquirordeduct such amount from the payment required at Closing pursuant to Section 2.2(b). (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after following the Effective Time, Closing Date but in any no event within later than ninety (90) days thereafter, Acquiror shall Purchaser will prepare and deliver to Newco a schedule Seller an unaudited statement of Net Working Capital as of the close of business (Chicago, Illinois time) on the Closing Date (the "Acquiror Schedule") showing Acquiror's determination “Preliminary NWC Statement”), which shall be prepared on a basis consistent with the Sample NWC Calculation and Exhibit A (the “Preliminary NWC”). Each party agrees to consult in good faith and cooperate with the other party and its employees regarding the preparation of the Working Capital Amount at Preliminary NWC Statement, including by making its employees available to the Closing Dateother party as reasonably requested. (c) Seller shall have thirty (30) days following delivery to Seller of the Preliminary NWC Statement during which to review the Preliminary NWC Statement, and to notify Purchaser if it objects to the Preliminary NWC Statement and Seller’s notice shall specify the reasons therefor in reasonable detail. If Newco disagrees Seller fails to properly notify Purchaser of any such dispute within such thirty (30)-day period, the Preliminary NWC Statement and the Preliminary NWC reflected thereon shall be deemed final. In the event that Seller shall so notify Purchaser of any dispute, Seller and Purchaser shall cooperate in good faith to resolve such dispute as promptly as possible, and upon such resolution, if any, any adjustments to the Preliminary NWC Statement and Preliminary NWC shall be made in accordance with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery agreement of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreementPurchaser and Seller. (d) Acquiror If Purchaser and Newco shall attempt Seller are unable to settle resolve any such disagreement; any dispute within thirty (30) days (or such settlement longer period as Purchaser and Seller shall mutually agree in writing) of the Seller’s delivery of such notice, such dispute, including the resolution of the Final NWC Statement, shall be resolved by the Independent Accounting Firm, and such determination, shall be final and binding upon Acquiror on the parties. Any fees and Newcoexpenses relating to the engagement of the Independent Accounting Firm shall be borne equally by Seller and Purchaser. If, however, Acquiror and Newco are unable The Independent Accounting Firm shall be instructed to settle such dispute use every reasonable commercial effort to perform its services within sixty thirty (6030) days after receipt by Acquiror of such notice submission of disputethe Preliminary NWC Statement to it and, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolutionin any case, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days as promptly as practicable after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different datessubmission. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days prior to the Effective TimeFor purposes hereof, the Company term "Working Capital" shall inform Acquiror of (i) mean DCI's current assets less DCI's current liabilities, as such terms are defined by GAAP; and the Company's estimate of term "Working Capital Target" shall mean $3,600,000. On the Closing Date, the Stockholders shall jointly calculate the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time Closing Date ("Actual Working Capital") and shall deliver to Parent a certificate setting forth such calculation in reasonable detail (the "Estimated Working Capital AmountStatement"). If the Working Capital Target exceeds Actual Working Capital, the Closing Cash Payment shall be reduced by an amount equal to the amount by which the Working Capital Target exceeds Actual Working Capital. As promptly as reasonably practicable after the Closing, Parent shall cause an independent accounting firm to review the Working Capital Statement to verify the accuracy of the determination of the Actual Working Capital as set forth therein. If such firm determines that the Working Capital as of the Closing Date was greater or less than the Actual Working Capital (the "Revised Actual Working Capital"), Parent shall deliver to the Stockholders a notice (the "Adjustment Notice") setting forth the Revised Actual Working Capital and the calculation thereof in reasonable detail. The Stockholders shall have thirty (30) days from receipt of the Adjustment Notice to provide joint written notice that they dispute the Adjustment Notice, which notice shall provide a detailed description of such dispute (a "Dispute Notice"). If the Stockholders do not timely deliver a Dispute Notice to Parent, the determination of the Revised Actual Working Capital shall be final and binding on all parties and the Closing Cash Payment shall be adjusted in accordance with the provisions of Section 2.3(b) (for purposes of Section 2.3(b), the Revised Actual Working Capital shall constitute the Final Actual Working Capital). If the Stockholders timely deliver a Dispute Notice to Parent, Parent and the Stockholders shall mutually agree on an independent public accounting firm (the "Independent Auditor") to review the Working Capital Statement and the Adjustment Notice (and all related information). If Parent and the Stockholders are unable to agree on an Independent Auditor, Xxxxxx Xxxxxxxx LLP shall select such Independent Auditor. The Independent Auditor shall determine the Working Capital as of the Closing Date (the "Final Actual Working Capital") and (ii) the Company's basis for such estimatesClosing Cash Payment shall be adjusted in accordance with the provisions of Section 2.3(b). The calculation Independent Auditor's determination of the Estimated Final Actual Working Capital Amount shall be reasonably satisfactory to Acquiror. final and binding on all parties absent manifest error. The costs of the Independent Auditor shall be borne by the party (beither Parent or the Stockholders as a group) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's whose determination of the Working Capital Amount at as of the Closing Date. If Newco disagrees with Date was furthest from the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Actual Working Capital Amount Capital, or equally by Parent and the Stockholders ("Final Working Capital Amount"), (ias a group) if the Final Working Capital Amount exceeds determination by the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at Independent Auditor is equidistant between the Agreed Rate from determinations of the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basisparties. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days prior A. Purchaser and Seller shall determine the Working Capital with respect to the Effective TimeBusiness after the Closing as specified in this Section 6 and Exhibit CC (the "Working Capital Adjustment"). B. The amount of (i) any Working Capital deficit as set forth in the final Statement (the "Final Statement") accepted, or deemed accepted, by Purchaser and Seller (the "Closing Working Capital"), if and to the extent Purchaser or its affiliates contributes, or arranges for an affiliate to loan to restore such deficit in Closing Working Capital including, without limitation, past due Property Taxes plus (ii) all costs and expenses incurred by Purchaser, without duplication, in curing Title Objections (including, without limitation, past due Taxes) or of realization in respect of any security encumbered by the Assigned Debt in order to obtain for Purchaser or an affiliate thereof fee simple title to the Properties free and clear of any third party interests or encumbrances whatsoever (other than the Permitted Encumbrances) or otherwise in performing obligations and covenants of Seller hereunder shall be defined as "Additional NLC Debt/Equity". Additional NLC Debt/Equity shall be deemed contributed, without duplication, as NLC Debt/Equity Investment under the Future Payments Agreement on the date each of such costs and expenses are incurred by Purchaser (but in no event earlier than the earlier to occur of (i) closing date of the acquisition of the Assigned Debt or (ii) the Closing Date hereunder). C. (i) (A)Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Purchaser the statement (the "Statement") setting forth the Working Capital of the Seller as of the Closing Date, together with the certified report thereon of Deloitte & Touche, Chartered Accountants (the "Seller's Accountants") prepared in accordance with the professional standards as set out in the CICA Handbook and stating that the Statement fairly presents the Working Capital of the Seller on the Closing Date in conformity with the standards set forth in this Section 6 and Exhibit CC and (ii) within thirty (30) days after Seller delivers the Statement pursuant to Section 6 C.(i)(A), Purchaser shall prepare and deliver to Seller the Additional NLC Debt/Equity statement (the "Additional NLC Debt/Equity Statement"), setting forth the Additional NLC Debt/Equity of Purchaser together with report thereon of David Berdon & Co. XXX, xxxxxxxd in accordance with U.S. GAAP (as defined herein) stating that the Additional NLC Debt/Equity Statement fairly presents the Additional NLC Debt/Equity contributed by Purchaser and its affiliates as of the date noted in such Statement (which date shall be a date later than the date of the Statement); and (iii) from time to time, Purchaser shall deliver to Seller revised Additional NLC Debt/Equity Statements setting forth revised calculation of the Additional NLC Debt/Equity of Purchaser together with report thereon of David Berdon & Co. XXX, xxxxxxxd in accordance with U.S. GAAP (as defined herein) stating that such revised Additional NLC Debt/Equity Statement fairly presents the Additional NLC Debt/Equity and the NLC Debt/Equity Investment contributed by Purchaser as of the date stated in such Statement. -7- C/M: 11752.0002 350869.22 D. If Purchaser and Seller and their respective accountants are unable to resolve any dispute within 30 days of Seller's delivery of the Statement or Purchaser's delivery of the Additional NLC Debt/Equity Statement, as the case may be, then such dispute shall be resolved by a jointly selected United States "Big Six" accounting firm retained to resolve any disputes between Purchaser and Seller over any item contained in the Statement or the Additional NLC Debt/Equity Statement (the "Independent Accounting Firm"), as the case may be, which shall make its determination as promptly as practicable, and such determination shall be final and binding on the parties. The Independent Accounting Firm shall, acting as experts and not as arbitrators, determine on a basis of the standards set forth in this Section 6 and Exhibit CC and this Agreement, and only with respect to the remaining differences so submitted, whether and to what extent, if any, the Company Statement or the Additional NLC Debt/Equity Statement, as the case may be, requires adjustment. If the Seller and the Purchaser cannot jointly agree on the identity of the Independent Accounting Firm, then Seller and Purchaser shall inform Acquiror each submit to their respective accountants the name of an accounting firm which does not at the time and has not in the prior two years provided services to the Seller or Purchaser or any of Purchaser's shareholders or any of their respective affiliates, and the Independent Accounting Firm shall be selected by lot from these two firms by the respective accountants of the two parties. Any expenses relating to the engagement of the Independent Accounting Firm shall be properly reflected in the Final Statement. The Statement and the Additional NLC Debt/Equity Statement, as the case may be, as modified by resolution of any disputes by Purchaser and the Seller or by the Independent Accounting Firm shall be the Final Statement and the Additional NLC Debt/Equity Statement, as the case may be. The Final Statement and the Additional NLC Debt/Equity Statement, as the case may be, shall be deemed final for the purposes of this Section 6 upon the earliest of (i) the Company's estimate failure of either party to notify the Working Capital Amount as other of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event a dispute within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) 30 days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, Statement and the decision of such firm shall be final Additional NLC Debt/Equity Statement to Purchaser and binding upon Acquiror and Newco. All costs incurred in connection with Seller, as the case may be, or (ii) the resolution of said dispute any disputes by such independent public accountants, including expenses the Purchaser and fees for services rendered, shall be paid one-half by Acquiror Seller and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected their respective accountants pursuant to this paragraph to resolve any disagreement among the partiesSection 6(D) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii3) if the Estimated Working Capital Amount exceeds resolution of any dispute pursuant to this Section 6(D) by the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax BasisIndependent Accounting Firm. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two 2.9.1 Within sixty days prior after the Effective Date, Tilray Subco shall prepare and deliver, or cause to be prepared and delivered, to the Effective TimeShareholder Representative a written statement prepared in good faith, setting forth its calculation of the Company shall inform Acquiror of Closing Working Capital (i) the Company's estimate “Working Capital Statement”). 2.9.2 Within fifteen days following delivery of the Working Capital Amount as Statement, the Shareholder Representative shall deliver a written notice to Tilray Subco stating whether it accepts or disputes the accuracy of the calculations reflected in the Working Capital Statement. If the Shareholder Representative accepts the calculations reflected in the Working Capital Statement or if the Shareholder Representative does not notify Tilray Subco of a dispute with respect to the Working Capital Statement within such fifteen-day period, then the calculations reflected in the Working Capital Statement shall be deemed final, conclusive and binding on Tilray, Tilray Subco and the former Natura Shareholders, Natura Option Holders and Natura Warrant Holders in all respects. 2.9.3 If the Shareholder Representative disputes the accuracy of the Working Capital Statement, the Shareholder Representative shall provided written notice thereof to Tilray Subco setting forth those items the Shareholder Representative disputes and its calculations thereof. During the fifteen day period following delivery of such a written notice of dispute, Tilray and the Shareholder Representative shall negotiate in good faith to resolve such disputed items. If the matter is not resolved by the end of such fifteen day period, then the most recently available month end period immediately preceding dispute with respect to such objection shall be submitted by the Effective Time Parties to an accounting partner associated with an accounting firm of recognized national standing in Canada, which is independent of the Parties (the "Estimated Working Capital Amount"“Independent Accountant”). If the Parties are unable to agree on the Independent Accountant within a further ten day period, either Party may apply under the Arbitration Act, 1991 (Ontario) and (ii) to have a court appoint the Company's basis for such estimatesIndependent Accountant. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective TimeIndependent Accountant shall, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As as promptly as practicable after the Effective Time, (but in any event within ninety (90) 45 days thereafterfollowing its appointment), Acquiror shall prepare and deliver to Newco make a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Closing Working Capital, based solely on written submissions of Tilray Subco and the Shareholder Representative given by them to the Independent Accountant. The submissions of each shall be disclosed to the other and each other shall be afforded a reasonable opportunity to respond thereto. The decision of the Independent Accountant as to the Closing Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror the Parties and Newcoshall constitute the Closing Working Capital for purposes of this Agreement and the Plan of Arrangement. If, however, Acquiror The fees and Newco are unable expenses of the Independent Accountant with respect to settle such dispute within sixty (60) days after receipt by Acquiror the resolution of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and deducted from the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred Holdback Amount unless the Closing Working Capital as determined by the Independent Account exceeds the amount set forth in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed aboveStatement by at least $200,000, a resolution in which case such fees and expenses shall be borne by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different datesTilray Subco. (e) 2.9.4 Within ten (10) five Business Days following a final determination of the Final date the Closing Working Capital Amount ("Final is finally determined in accordance with this Section 2.9: 2.9.4.1 if the Closing Working Capital Amount")as finally determined, (i) if exceeds the Final Target Working Capital Amount exceeds the Estimated Working Capital Amountby more than $200,000, then Acquiror will pay to Newco in immediately available funds an amount equal to the Holdback Amount plus the amount of such excess plus interest at shall be delivered by or on behalf of Tilray Subco to the Agreed Rate from Depositary for distribution to the former Natura Shareholders in accordance with the Plan of Arrangement; 2.9.4.2 if the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds as finally determined, is less than the Final Target Working Capital Amountby more than $200,000, Newco will pay to Acquiror in immediately available funds then an amount equal to the greater of (A) $0 and (B) the Holdback Amount less such excess plus interest at the Agreed Rate from the Closing Date difference shall be delivered by or on behalf of Tilray Subco to the date Depositary for distribution to the former Natura Shareholders in accordance with the Plan of payment. Any such payments Arrangement; or 2.9.4.3 otherwise, the Holdback Amount shall be made delivered by or on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount behalf of Tilray Subco to the Surviving Corporation Depositary for distribution to the former Natura Shareholders in immediately available funds promptly upon demand thereforaccordance with the Plan of Arrangement.

Working Capital Adjustment. (a) Two days Seller and Buyer shall cooperate and provide each other access to their respective books, records and employees as are reasonably requested in connection with the matters addressed in this Section 2.6. Within five Business Days prior to the Effective Timeexpected Closing Date, the Company Seller shall inform Acquiror of (i) the Company's in good faith estimate of the Net Working Capital Amount as of the end close of business on the most recently available month end period Business Day immediately preceding the Effective Time (the "Estimated Working Capital Amount") Closing Date and (ii) the Company's basis for such estimates. The calculation shall provide Buyer with written notice thereof and of the Estimated Working Capital Amount Adjustment. The existence of any dispute with respect to any such calculations shall not delay or otherwise affect the Closing or the obligation to make the payments specified in Section 2.5 at the Closing. For purposes of calculating Net Working Capital, all payments made at Closing pursuant to Section 5.5 shall be reasonably satisfactory deemed to Acquirorhave been paid as of as of the close of business on the Business Day immediately preceding the Closing Date. (b) At Within 45 days after Closing, Buyer shall provide Seller with its good faith calculation of Net Working Capital as of the Effective TimeClosing and the Working Capital Adjustment, Acquiror as well as detailed supporting information, which clearly delineates the specific line item differences between Buyer’s new calculation and Seller’s previous calculation. If Seller disagrees with any of the calculations provided by Buyer pursuant to the notice referenced in the foregoing sentence, then it shall pay provide Buyer with written notice thereof within 30 days after receiving written notice thereof and shall include reasonable detail regarding such specific objections. If Buyer and Seller working in good faith are unable to Newco in immediately available funds agree on such disputed items on or prior to the amount90th day following the Closing Date, then either Party may refer such dispute to Deloitte LLP or, if anythat firm declines to act as provided in this Section 2.6(b), another firm of independent public accountants, mutually acceptable to Buyer and Seller (such selected firm being the “Accounting Firm”), which firm shall make a final and binding determination as to all matters in dispute on a timely basis and promptly shall notify the Parties in writing of its resolution. Such Accounting Firm shall act as an expert and not as a mediator or arbitrator and shall not have the power to modify or amend any term or provision of this Agreement. Each of Buyer and Seller shall bear and pay one-half of the fees and other costs charged by which such Accounting Firm. If Seller does not object to Buyer’s calculations within the Estimated Working Capital Amount exceeds $41,000,000 time period and in the manner set forth in the second sentence of this Section 2.6(b) or Newco accepts Buyer’s calculations, then such calculations as set forth in Buyer’s notice shall pay to Acquiror in immediately available funds become final and binding upon the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital AmountParties for all purposes hereunder. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of If the Working Capital Amount at Adjustment (as agreed between Buyer and Seller or as determined by the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public above-referenced accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90or otherwise) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds greater than the Estimated Working Capital AmountAdjustment as paid by Buyer at Closing, then Acquiror will Buyer shall pay to Newco in Seller within five Business Days after such amounts are so agreed or determined, by wire transfer of immediately available funds to an account or accounts designated by Seller, the amount equal to of such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and difference or (ii) if less than the Estimated Working Capital Amount exceeds Adjustment as paid by Buyer at Closing, then Seller and Buyer shall execute a joint instruction to the Final Working Capital Amount, Newco will Escrow Agent to pay to Acquiror in Buyer, within five Business Days after such amounts are agreed or determined, by wire transfer of immediately available funds to an account designated by Buyer, the amount equal of such difference (provided, however, that if such difference exceeds the amount of funds in the Working Capital Escrow Account, then Seller shall pay the amount of such shortfall to Buyer, it being agreed that (x) such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments amount shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in paid by Seller by wire transfer of immediately available funds promptly upon demand thereforto an account designated by Buyer, and (y) such amount shall be paid directly by Seller and not from the Indemnity Escrow Account).

Working Capital Adjustment. (a) Two Within forty-five (45) days after the Closing, the Buyer shall prepare and deliver to the Stockholders’ Agent a statement (the “Closing Date Working Capital Statement”) setting forth the actual Company Working Capital as of the close of business on the day prior to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time Closing Date (the "Estimated “Closing Date Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to AcquirorCapital”). (b) At The Stockholders’ Agent shall have a period of thirty (30) days after the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by date on which the Estimated Closing Date Working Capital Amount exceeds $41,000,000 or Newco shall pay Statement is delivered to Acquiror in immediately available funds him (the amount, if any, by which $41,000,000 exceeds “Review Period”) to review the Estimated Closing Date Working Capital Amount. (c) As promptly Statement. If the Stockholders’ Agent objects to the calculation of the Closing Date Working Capital as practicable after set forth on such Closing Date Working Capital Statement, the Effective Time, but Stockholders’ Agent shall so inform the Buyer in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule writing (the "Acquiror Schedule"“Objection”) showing Acquiror's determination on or before the last day of the Review Period, setting forth in reasonable detail the basis of the Objection and the adjustments to the Closing Date Working Capital Amount at Statement which the Stockholders’ Agent believes should be made. In the event that an Objection is not delivered to the Buyer on or before the last day of the Review Period, the Stockholders’ Agent shall be deemed to have agreed to the Closing DateDate Working Capital Statement. In the event that an Objection is delivered to the Buyer on or before the last day of the Review Period, the Stockholders’ Agent and the Buyer shall attempt in good faith to reach an agreement with respect to any matters in dispute. If Newco disagrees with the determination set forth in Stockholders’ Agent and the Acquiror Schedule, Newco shall give notice thereof Buyer are unable to Acquiror resolve all of their differences within sixty thirty (6030) days after delivery of the Acquiror Schedule Objection to Newcothe Buyer, such notice they shall refer their remaining differences to include reasonable detail an independent accounting firm as to which the Stockholders’ Agent and the Buyer shall mutually agree (the “WC Arbiter”). The WC Arbiter shall, based on those items as to which the Stockholders’ Agent and the Buyer have agreed and the WC Arbiter’s determination regarding those items in dispute, finally determine the basis for Closing Date Working Capital; provided, however, that the disagreement. (d) Acquiror and Newco Closing Date Working Capital as finally determined by the WC Arbiter shall attempt to settle any such disagreement; any such settlement not be less than the amount proposed by the Stockholders’ Agent or greater than the amount proposed by the Buyer. The WC Arbiter’s determination shall be final set forth in writing and shall be conclusive and binding upon Acquiror all parties hereto and Newcomay be entered as a final judgment in any court of competent jurisdiction. If, however, Acquiror and Newco are unable to settle such dispute within sixty The non-prevailing party shall pay the fees of the WC Arbiter (60) days after receipt by Acquiror of such notice of dispute, unless the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolutionWC Arbiter otherwise determines), and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination each of the Working Capital Amount (whether as a result Stockholders and the Buyer shall pay the fees and expenses of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed abovetheir own legal counsel, a resolution by Acquiror accountants and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination other Representatives. Each of the Final Working Capital Amount parties hereto shall make available to the WC Arbiter and each other party hereto all relevant books and records and any work papers ("Final Working Capital Amount")including those, (iif any, of the accountants of the Company) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay in its possession or readily obtainable by it relating to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to Working Capital, and all other items reasonably requested by the date of payment WC Arbiter and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basiseach other party hereto. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days prior Seller and Buyer shall cooperate and provide each other access, including through electronic means, to the Effective Time, the Company shall inform Acquiror of (i) Seller’s and the Company's estimate of ’s respective books, records and employees as are reasonably requested in connection with the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimatesmatters addressed in this Section 2.03. The calculation existence of any dispute involving an aggregate amount less than $2,500,000 with respect to any such calculations shall not delay or otherwise affect the Estimated Working Capital Amount shall be reasonably satisfactory Closing or the obligation to Acquirormake the Closing Payment Amount. (b) At On or prior to 60 days after the Effective TimeClosing Date, Acquiror Buyer shall pay deliver to Newco in immediately available funds Seller its good faith final calculation of the amount, if any, by which actual amount for each of the Estimated Closing Working Capital Amount exceeds $41,000,000 and its components as of the Closing Date, which clearly delineates any differences from the Estimated Closing Working Capital Amount delivered by Seller pursuant to Section 2.01(a), together with reasonable supporting documentation. If Seller disagrees with any of the calculations provided by Buyer pursuant to the notice referenced in the foregoing sentence, then it shall provide Buyer with written notice thereof within 30 days after receiving written notice thereof and shall include reasonable detail regarding such specific objections. If Buyer and Seller working in good faith are unable to agree on such disputed items on or Newco shall pay prior to Acquiror in immediately available funds the amount90th day following the Closing Date, then either party may refer such dispute to the Independent Firm or, if anythat firm declines to act as provided in this Section 2.03(b), by another firm of independent public accountants or valuation experts, mutually acceptable to Buyer and Seller, which $41,000,000 exceeds firm shall make a final and binding determination as to all matters in dispute on a timely basis and promptly shall notify the Estimated parties in writing of its resolution. Such accounting firm handling the dispute resolution shall not have the power to modify or amend any term or provision of this Agreement and shall not assign a value to any component of the Closing Working Capital AmountAmount greater than the greatest value for such item claimed by either Buyer or Seller or less than the smallest value for such item claimed by either Buyer or Seller. Each of Buyer and Seller shall bear and pay one-half of the fees and other costs charged by such accounting firm. If Seller does not object to Buyer’s calculations within the time period and in the manner set forth in the first sentences of this Section 2.03(b) or accepts Buyer’s calculations, then such calculations as set forth in Buyer’s notice shall become final and binding upon the parties for all purposes hereunder. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at If the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as agreed between Buyer and Seller or as determined by the above-referenced valuation or accounting firm) is a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), value that is (i) if the Final Working Capital Amount exceeds greater than the Estimated Closing Working Capital Amount, then Acquiror will Buyer shall pay to Newco in Seller or its designee(s) within five Business Days after such amounts are so agreed or determined, by wire transfer of immediately available funds to an account or accounts designated by Seller, the amount equal to of such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and difference or (ii) if less than the Estimated Working Capital Amount exceeds the Final Closing Working Capital Amount, Newco will then Seller shall pay to Acquiror in Buyer or its designee(s) within five Business Days after such amounts are so agreed or determined, by wire transfer of immediately available funds to an account or accounts designated by Buyer, the amount equal to of such excess plus interest at difference. Solely for illustrative purposes, an example of the Agreed Rate from payments that would be required following the Closing Date pursuant to the date of payment. Any such payments shall be made on an After-Tax Basisthis Section 2.03 has been included in Schedule 2.01(a)(2). (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two On a date no later than 60 days prior to after the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time Closing Date (the "Estimated Calculation Date"), Buyer, with reasonable, good-faith assistance from Seller, shall prepare and deliver to Seller a statement (the "Actual Working Capital AmountSchedule") and (ii) the Companysetting forth Buyer's basis for such estimates. The calculation good-faith determination of the Estimated actual Working Capital Amount at Closing (the "Actual Working Capital"), which shall be reasonably satisfactory certified by the chief financial officer of Buyer. Seller shall be entitled to Acquirorinspect all work papers, schedules and other supporting materials relating to the preparation of the Actual Working Capital Schedule and to consult with Buyer regarding the methods used to calculate the Actual Working Capital. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated The Actual Working Capital Amount exceeds $41,000,000 or Newco Schedule shall pay become final and binding upon Seller and Buyer unless Seller notifies Buyer of a disagreement with respect to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. any matter contained therein (ca "Notice of Disagreement") As promptly as practicable within 30 days after the Effective Time, but receipt thereof. A Notice of Disagreement shall specify in reasonable detail the nature of any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco disagreement so asserted. For a schedule (the "Acquiror Schedule") showing Acquiror's determination period of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) 30 days after the delivery of the Acquiror Schedule to NewcoNotice of Disagreement, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror Seller and Newco Buyer shall attempt in good faith to settle any resolve in writing all of their differences with respect to each matter specified in the Notice of Disagreement, in which case such disagreement; any such settlement resolution shall be final and binding upon Acquiror and Newco. the parties. (c) If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror at the end of such notice 30-day period, Seller and Buyer have not resolved in writing all of disputetheir differences with respect to any such matter, the dispute then each unresolved matter (a "Disputed Matter") shall be submitted to and reviewed by an independent certified public accounting firm mutually acceptable (the "Accounting Arbitrator"). The Accounting Arbitrator shall consider only the Disputed Matters and shall act promptly to Acquiror and Newco for resolution, and resolve in writing all Disputed Matters. The determinations of the decision of such firm Accounting Arbitrator with respect to the Disputed Matters shall be final and binding upon Acquiror Seller and NewcoBuyer. All costs Judgment upon the Accounting Arbitrator's award may be entered in any court having jurisdiction thereof. (d) Seller shall be responsible for and pay (1) all of its expenses incurred in connection with preparing the resolution Estimated Working Capital Schedule, assisting in the preparation of said dispute by such independent public accountantsand reviewing the Actual Working Capital Schedule, including and resolving any Disputed Matter, and (2) 50% of the fees and expenses and fees for services rendered, of any Accounting Arbitrator incurred in resolving any Disputed Matter. Buyer shall be paid one-half by Acquiror responsible for and one-half by Newco. Acquiror pay (1) all of its expenses incurred in reviewing the Estimated Working Capital Schedule, preparing the Actual Working Capital Schedule, and Newco shall use reasonable efforts to have the dispute resolved within ninety resolving any Disputed Matter, and (902) days after such dispute is submitted to said independent public accountants. The final determination 50% of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror fees and Newco expenses of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve Accounting Arbitrator incurred in resolving any disagreement among the parties) may occur on different datesDisputed Matter. (e) Within ten (10) Business Days following a 10 days after the final determination of the Final Actual Working Capital, an amount equal to the difference, if any, between the Estimated Working Capital Amount ("Final as shown on the Estimated Working Capital Amount"), (i) Schedule and the Actual Working Capital shall be paid by Buyer to Seller if the Final Actual Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay or by Seller to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Actual Working Capital; provided, such amount shall be adjusted for any amounts paid by either Buyer or Seller pursuant to Section 8.5(c). Any payments by Seller to bring the level of Working Capital Amount, Newco will pay to Acquiror at least -$25,000 shall be paid in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of paymentcash. Any such payments by Seller to raise the level of Working Capital between -$25,000 and $0.0 shall be made payable in Buyer's Common Stock at a value of $1.50 per share. Any payments by Buyer shall be in Common Stock or cash based on an After-Tax Basisthe thresholds shown above. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days On the day prior to the Effective TimeClosing Date, or such other time prior to Closing mutually agreed to by Buyer and the Company Sellers, Buyer and the Sellers shall inform Acquiror conduct and agree upon a physical count of the Inventory, to be used in preparing the Closing Net Working Capital Statement, as defined below. Quantities of Inventory at outside suppliers, agents and consignees (if any) shall, at the option of either Buyer or the Sellers, be physically counted and/or confirmed and reconciled with the books and records of the Sellers. Quantities of liquid Inventory then stored in rolling stock (rail cars, tank trucks or barges), whether at one of Sellers’ facilities or in transit, shall be based on xxxxxxx’x xxxx of lading. In the event the actual weight is less than the weight set forth on the xxxx of lading, such quantities of liquid Inventory shall nonetheless be based on xxxxxxx’x xxxx of lading unless Buyer notifies the Sellers within five (5) Business Days of Buyer becoming aware of the actual weight of such Inventory. Any Inventory that is in transit on the Closing Date shall be included in the physical count of the Inventory as long as (i) such Inventory was paid for by Sellers on or before the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and Closing Date or (ii) the Company's basis account payable relating to such Inventory is included in the Closing Net Working Capital Statement. In the event Buyer and the Sellers are unable to reach agreement on any count or reconciliation of any item of Inventory, then at the request of either Buyer or the Sellers, such disagreement shall be treated as an Item of Dispute and submitted to the Independent Accounting Firm for such estimatesresolution pursuant to the provisions described in Section 3.6(c) below. The calculation physical count determined by the agreement of the Estimated parties or by the Independent Accounting Firm shall be final, and the value of the Inventory reflected in such final determination shall be calculated based on the lower of cost or then current market price, consistent with GAAP and past practice. Any other provision of this Agreement to the contrary notwithstanding, the fees and expenses incurred in the joint inventory count by Buyer or the Sellers (including the fees charged by the Independent Accounting Firm) shall be borne equally by Buyer, on the one hand, and the Sellers, on the other hand, and such costs shall not be reflected on the Closing Net Working Capital Amount shall be reasonably satisfactory to AcquirorStatement. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within Within ninety (90) calendar days thereafterafter the Closing Date, Acquiror Buyer shall prepare or cause its accountants to prepare and deliver to Newco the Sellers a schedule proposed statement (the "Acquiror Schedule"“Closing Net Working Capital Statement”) showing Acquiror's determination setting forth the Sellers’ Net Working Capital as of Closing subject to the definition of Net Working Capital (the “Closing Net Working Capital”). The fees and expenses incurred in the preparation of the Closing Net Working Capital Amount at Statement by Buyer shall be borne by Buyer, and such costs shall not be reflected on the Closing DateNet Working Capital Statement. If Newco disagrees Immediately following the delivery of such items, Buyer, the Sellers and the authorized representatives of Buyer and the Sellers shall be permitted to review Buyer’s and Buyer’s representatives’ working papers relating to the Closing Net Working Capital Statement and Closing Net Working Capital during the Resolution Period. The Closing Net Working Capital Statement shall include all known adjustments required in a year-end closing of the books and be prepared in accordance with GAAP applied in a manner consistent with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery preparation of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding Interim Balance Sheet and the basis for past practices of the disagreement. (d) Acquiror Sellers. The Closing Net Working Capital Statement and Newco Closing Net Working Capital shall attempt to settle any such disagreement; any such settlement shall be become final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty expiration of the thirty (6030) days calendar day period after receipt by Acquiror Buyer’s delivery of such the Closing Net Working Capital Statement (the “Dispute Period”) unless the Sellers give written notice of a disagreement with any matter set forth therein (a “Dispute Notice”) to Buyer prior to the expiration of the Dispute Period setting forth in reasonable detail the disputed items (“Items of Dispute”) and the basis for such dispute. After the Closing Date, the dispute Sellers shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, give Buyer and the decision authorized representatives of such firm shall be final Buyer reasonable access, at reasonable times following prior notice, to the books and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination records of the Sellers that are not Assets and that relate to the Closing Net Working Capital Amount (whether as a result Statement for purposes of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within preparing the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Closing Net Working Capital Amount ("Final Statement and Closing Net Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of paymentCapital. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that Sellers deliver a Dispute Notice during the Company shall have failed to pay or provide for the Existing Company Debt Dispute Period, Buyer and the Deal Expenses as provided Sellers shall cooperate in Section 2.01(bgood faith to resolve any Items of Dispute therein within thirty (30) and calendar days of Buyer’s receipt of such Dispute Notice (the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor“Resolution Period”).

Working Capital Adjustment. (a) Two days At least two Business Days prior to the Effective TimeClosing Date, the Company Sellers shall inform Acquiror of (i) provide Purchaser with the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The Pre-Closing Balance Sheet, together with a calculation of the Estimated Closing Working Capital Amount Adjustment Amount. On the Closing Date, the Sellers shall be reasonably satisfactory pay to Acquirorthe Purchaser, in cash, an amount equal to the Closing Working Capital Adjustment Amount. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly soon as practicable possible after the Effective TimeClosing Date, but in any no event within ninety (90) later than 60 days thereafterafter the Closing Date, Acquiror the Purchaser shall prepare and deliver to Newco the Sellers the Closing Balance Sheet together with a schedule calculation of the Final Working Capital Adjustment Amount, and the Preliminary Bonus Schedule. The Sellers shall have 30 days to review the Closing Balance Sheet and the calculation of the Final Working Capital Adjustment Amount and to deliver a written notice (the "Acquiror ScheduleDispute Notice") showing Acquiror's determination of any disagreements specifying in reasonable detail the Working Capital Amount at the Closing Datenature and extent of such disagreement. If Newco disagrees with the determination set forth in the Acquiror Scheduleno Dispute Notice is delivered within such period, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement Purchaser's calculation shall be final deemed accepted by the Sellers. If the Sellers and binding upon Acquiror and Newco. If, however, Acquiror and Newco the Purchaser are unable to settle resolve any such dispute disagreement within sixty (60) days after 10 Business Days of the Purchaser's receipt by Acquiror of such notice of disputethe Dispute Notice, the dispute items of disagreement shall be submitted referred for final determination to an independent certified public accounting firm mutually acceptable of national reputation (the "Independent Accountant") reasonably agreed to Acquiror and Newco for resolution, by the Purchaser and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountantsSellers. The final determination of the Working Capital Amount (whether as Independent Accountant shall make a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Adjustment Amount within 20 Business Days following appointment by the Purchaser and the Sellers and such determination shall be binding on the parties. ("Final Working Capital Amount")c) The Sellers shall pay the Purchaser an amount, (i) if in cash, equal to the Final Working Capital Amount exceeds Adjustment Amount, if positive, or the Estimated Purchaser shall pay the Sellers an amount in cash equal to the Final Working Capital Adjustment Amount (up to a maximum amount equal to the Closing Working Capital Adjustment Amount), if negative, following the determination of such amount pursuant to clause (b) hereof. (d) On April 15, 2004, Purchaser will deliver to the Sellers a schedule of all bonuses paid by Purchaser for services performed during the 2003 calendar year (which bonuses in the aggregate shall be referred to herein as the "2004 Bonus Amount") to its employees who were employed by the Sellers (or any Target Subsidiary) immediately prior to the Closing (each, an "Eligible Employee"). If the 2004 Bonus Amount is less than the amount set forth under the "Accrued Bonuses" line item on the Closing Balance Sheet, on an annualized basis, then Acquiror will Purchaser shall pay to Newco in immediately available funds Sellers on April 15, 2004, an amount equal to such excess plus interest at the Agreed Rate product of (i) the difference of (A) the amount set forth under the "Accrued Bonuses" line item on the Closing Balance Sheet, minus (B) the 2004 Bonus Amount; multiplied by (ii) a percentage equal to the percentage relationship that the number of days from January 1, 2003 to the Closing Date bears to 365, expressed as a decimal; provided that such payment shall not exceed the date net amount paid, if any, by Sellers to Purchaser as part of payment and (ii) if the Estimated Closing Working Capital Adjustment Amount exceeds and the Final Working Capital Adjustment Amount. If the Sellers dispute the 2004 Bonus Amount, Newco will pay to Acquiror the dispute resolution procedures set forth in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date clause (b) of payment. Any such payments this Section 1.3 shall be made on an After-Tax Basisapply. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days prior to the Effective Time, Set forth in Section 1.8 of the Company shall inform Acquiror of (i) Disclosure Schedule is the Company's ’s good faith estimate of the working capital (“Estimated Working Capital Amount Capital”) of the Company and its consolidated subsidiaries as of the end date hereof, subject to accounting principles, methodologies, procedures and classifications as set forth in Section 1.8(a) of the most recently available month end Company Disclosure Schedule (“Company’s Statement”), and copies of all documentary evidence reasonably necessary or helpful to substantiate such calculation. Parent shall have an opportunity to fully investigate and substantiate the Company’s Statement for a period immediately preceding of 90 days, during which period Parent and its agents shall have reasonable access, during normal business hours and upon reasonable notice, to the Effective Time books and records, the financial systems and finance personnel and any other relevant information of the Company to the extent reasonably necessary to review the Company’s Statement, and the Company agrees to promptly and fully cooperate in any such process as reasonably requested by Parent. If Parent agrees in writing with the Company’s estimate, such estimate shall be the “Final Working Capital.” If Parent contests such estimate, the parties shall discuss and negotiate in good faith to resolve any dispute and agree upon the Final Working Capital. If the parties are unable to resolve such dispute by the Closing Date, the matter will be submitted for resolution to a nationally-recognized independent public accounting firm reasonably satisfactory to both Parent and the Company (the "“Neutral Firm”), and the Closing Date will be delayed but in no event later than the End Date (as defined herein) pending resolution of the dispute. The Neutral Firm shall determine the Final Working Capital as of the date hereof. The determination by the Neutral Firm shall be binding on both parties. The Company agrees to provide the Neutral Firm all reasonable cooperation and access to books and records and personnel of the Company and its Subsidiaries. The fees and disbursements of the Neutral Firm shall be allocated equally between Parent and the Company. The Estimated Working Capital Amount") and (ii) Final Working Capital shall have the Company's basis for such estimates. The calculation meaning and be calculated in accordance with Section 1.8 of the Estimated Working Capital Amount shall be reasonably satisfactory to AcquirorCompany Disclosure Schedule. (b) At If the Effective TimeFinal Working Capital as of the date hereof, Acquiror as finally determined pursuant to this Section 1.8, exceeds the sum of (i) $5,000,000, plus (ii) the aggregate amount of all cash dividends, distributions and payments paid to the securityholders of the Company pursuant to Section 4.1(c)(ii) after the date hereof but on or prior to the Closing Date, Parent shall pay to Newco the Paying Agent the aggregate amount of such excess in immediately available funds accordance with Section 1.13 hereof and such excess shall be considered to be part of the amount, if any, by which Merger Consideration. If the Estimated Final Working Capital Amount exceeds as of the date hereof, as finally determined pursuant to this Section 1.8, is less than the sum of (i) $41,000,000 5,000,000, plus (ii) the aggregate amount of all cash dividends and distributions paid to the stockholders of the Company pursuant to Section 4.1(c)(ii) after the date hereof but on or Newco prior to the Closing Date, then the Merger Consideration payable by Parent pursuant to Section 1.13 shall pay to Acquiror in immediately available funds the amount, if any, be reduced by which $41,000,000 exceeds the Estimated Working Capital Amountsuch deficit. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it Merger Consideration is determined that increased or decreased because of adjustments made pursuant to Section 1.8, such increase or decrease shall be allocated ratably among the Company shall have failed to pay or provide for the Existing Company Debt Series A Consideration, Series B Consideration and the Deal Expenses Common Per Share Consideration, as provided in Section 2.01(b) applicable, and the Surviving Corporation makes such payment, Newco shall promptly pay such amount any reference to the Surviving Corporation in immediately available funds promptly upon demand thereforCommon Per Share Consideration, the Series A Consideration or the Series B Consideration shall be deemed to mean such defined term as adjusted by this Section 1.8.

Working Capital Adjustment. (a) Two days prior to the Effective Time, the Company shall inform Acquiror of (i) the Company's ’s estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "“Estimated Working Capital Amount"”) and (ii) the Company's ’s basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "“Acquiror Schedule"”) showing Acquiror's ’s determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's ’s failing to give notice of Newco's ’s disagreement with Acquiror's ’s determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("“Final Working Capital Amount"”), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b2.0l(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two Within 30 days prior to after the Effective TimeClosing Date, the Company shall inform Acquiror of (i) Vendor will provide the Company's estimate Purchasers with unaudited consolidated financial statements of the Working Capital Amount Vendor as of the end Closing Date (the "Closing Financial Statements"), which Closing Financial Statements shall be prepared on the same basis and consistent with the same accounting standards, methods and policies used in compiling the Financial Statements, and a calculation of the most recently available month end period immediately preceding Working Capital as of the Effective Time (the "Estimated Effective Time Working Capital"), which amount shall be calculated consistent with the method used to calculate Working Capital Amount") and (ii) the Company's basis for such estimatesas of February 29, 2004. The Purchasers, acting reasonably, shall have 30 days to review and approve the Closing Financial Statements and calculation of the Estimated Effective Time Working Capital. If, at the end of such 30 day period, the Vendor and the Purchasers have not agreed on the Closing Financial Statements and the calculation of the "Effective Time Working Capital, then the Closing Financial Statements and the calculation of the Effective Time Working Capital Amount shall not be determined pursuant to Article 14 but shall be reasonably satisfactory determined in writing (which determination shall be final, binding and not subject to Acquiror. (bappeal) At by a Canadian nationally-recognized accounting firm selected by agreement between the Vendor and the Purchasers. In the event that the Effective TimeTime Working Capital is less than Cdn. $2,000,000, Acquiror the Vendor shall pay to Newco Purchasers the amount of such difference (the "Working Capital Adjustment") within 70 days of the Closing Date by wire transfer in immediately available funds in accordance with instructions to be provided by the amount, if any, by which Purchasers. In the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay event of a dispute between the parties as to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at calculation, Vendor shall pay the Closing Date. If Newco disagrees with undisputed amount within 10 days following the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror end of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, 30 day period any remaining amount shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety fifteen (9015) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount determination by the accounting firm. Each of the Covenantors (whether as a result other than the Vendor), jointly and severally, unconditionally and irrevocably guarantee in favour of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror Purchasers the due and Newco punctual payment of any such disagreement, or a determination amounts due and owing by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date Vendor to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of paymentPurchasers under this Section 3.9. Any such payments This shall be made on an Aftera continuing, absolute and unconditional guarantee and shall not be subject to any set-Tax Basisoff, counterclaim, violation or other diminution. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. The Total Purchase Price shall be adjusted as follows: (a) Two days prior Prior to the Effective TimeClosing Date, the Company Seller Parent shall inform Acquiror of (i) have prepared and delivered to the Company's estimate of Purchaser the Working Capital Amount as of Estimated Closing Balance Sheet and a statement calculating the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimatesCapital. The calculation of If the Estimated Working Capital Amount shall is less than the Working Capital Requirement, then the Total Purchase Price payable on the Closing Date will be reasonably satisfactory decreased by the amount of such shortfall (the “Shortfall Reduction”). The Total Purchase Price will be subject to Acquirorfurther adjustment upon final, post-Closing determination of the Working Capital, as provided in Section 3.3(b) below. For the avoidance of doubt, the Total Purchase Price will not be adjusted if the Estimated Working Capital is greater than the Working Capital Requirement. (b) At As soon as reasonably practicable following the Effective TimeClosing Date, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but and in any event within ninety one hundred twenty (90120) days thereafter, Acquiror the Purchaser shall prepare and deliver to Newco the Seller Parent (i) the Closing Balance Sheet and (ii) a schedule statement calculating Working Capital, showing proposed adjustments to the Estimated Closing Balance Sheet and the calculation of Estimated Working Capital, together with such documentation the Purchaser believes supports such proposed adjustments (together with the "Acquiror Schedule") showing Acquiror's Closing Balance Sheet, the “Adjusted Working Capital Statement”). Within 30 days after receipt thereof, the Seller Parent shall notify the Purchaser in writing whether it accepts or disputes the accuracy of the Adjusted Working Capital Statement. If the Seller Parent accepts the Adjusted Working Capital Statement or fails to notify the Purchaser in writing of any dispute with respect thereto within such 30-day period, then the Closing Balance Sheet set forth therein and the Purchaser’s calculation of Working Capital shall be deemed to be the final determination of both the Closing Balance Sheet and Working Capital under this Agreement. If the Seller Parent disputes the Adjusted Working Capital Statement, it shall in such written notice set forth in reasonable detail those items that the Seller Parent believes are not fairly presented and the reasons for its opinion. The parties shall then meet and in good faith use their best efforts to resolve their disagreements over the disputed items. If the parties resolve their disagreements over the disputed items, the Adjusted Working Capital Statement, with those modifications to which the parties shall have agreed, shall be deemed to be the final determination of the Closing Balance Sheet and Working Capital Amount at the Closing Dateunder this Agreement. If Newco disagrees the parties have not resolved their disagreements over the disputed items on the Adjusted Working Capital Statement within 30 days after the Seller Parent’s notice of dispute, the parties shall forthwith jointly request an independent Accounting Referee to make a binding determination of those disputed items included in the Adjusted Working Capital Statement based solely on presentations by the Purchaser and the Seller Parent and in accordance with the determination guidelines and procedures set forth in the Acquiror Schedulethis Agreement (for example, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding not on the basis for of an independent review). The Accounting Referee will have 30 days from the disagreement. (d) Acquiror date of referral to render its decision with respect to the disputed items concerning the Adjusted Working Capital Statement, shall only decide the specific items under dispute by the parties and Newco shall attempt its decision must be within the range of disputed values assigned to settle any such disagreement; any such settlement each disputed item, which decision shall be final and binding upon Acquiror and Newcothe parties. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of disputeUpon rendering its decision, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror calculation of the Closing Balance Sheet and Newco for resolutionWorking Capital, and as set forth in the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection Adjusted Working Capital Statement with those modifications thereto as decided by the resolution of said dispute by such independent public accountants, including expenses and fees for services renderedAccounting Referee, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts deemed to have be the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Closing Balance Sheet and Working Capital Amount (whether as a result under this Agreement. The fees and expenses of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected Accounting Referee engaged pursuant to this paragraph Section 3.3(b) shall be borne 50% by the Seller Parent and 50% by the Purchaser. Notwithstanding the foregoing, if the final disputed amount claimed by Purchaser in the submission of the dispute to resolve any disagreement among the partiesAccounting Referee differs from the amount as finally determined by the Accounting Referee by greater than 15%, then the fees and expenses of the Accounting Referee engaged pursuant to this Section 3.3(b) may occur shall be borne 100% by Purchaser. The date on different dateswhich the Closing Balance Sheet and Working Capital of Seller Parent are finally determined in accordance with this Section 3.3(b) is hereinafter referred to as the “Working Capital Determination Date.” (ec) Within ten (10) Business Days following a final determination of the Final If Working Capital Amount ("Final Working Capital Amount"), as determined pursuant to Section 3.3(b) is less than the lower of (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Working Capital Requirement, then the Total Purchase Price will be decreased by the amount of such shortfall (the “Shortfall Consideration”). If Working Capital as determined pursuant to Section 3.3(b) exceeds the greater of (i) the Estimated Working Capital Amount exceeds and (ii) the Final Working Capital AmountRequirement, Newco then no adjustment will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date be made to the date of paymentTotal Purchase Price. Any such payments shall be made on an After-Tax BasisThe Total Purchase Price adjustment required hereby is referred to as the “Adjustment.” (fd) In the event that of any Adjustment, then promptly (and in any event no later than the fifth Business Day after the Effective Time it is determined Working Capital Determination Date), the Seller Parent shall pay to the Purchaser the Shortfall Reduction by wire transfer in immediately available funds. Notwithstanding the foregoing, the Purchaser may, in its sole discretion, provide written notice to the Seller Parent indicating that the Company shall have failed Shortfall Reduction will be satisfied out of amounts then-remaining in the Escrow Account, in which case, the Seller Parent will cooperate with the Purchaser to pay or provide joint written instructions to the Escrow Agent to provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes release of such payment, Newco shall promptly pay such amount Shortfall Reduction to the Surviving Corporation in immediately available funds promptly upon demand thereforPurchaser.

Working Capital Adjustment. (a) Two Promptly following the Closing Date, but in any event within 30 days prior thereof, Seller shall deliver to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount Purchaser a balance sheet for Seller as of the end close of business on the most recently available month end period immediately preceding the Effective Time Closing Date (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates“Preliminary Closing Date Balance Sheet”). The calculation of the Estimated Working Capital Amount Preliminary Closing Date Balance Sheet shall be reasonably satisfactory prepared in accordance with GAAP and in a manner that is consistent with the historical accounting practices of Seller to Acquirorthe extent consistent with GAAP. (b) At Purchaser shall have 30 days after delivery of the Effective TimePreliminary Closing Date Balance Sheet by Seller to review the same, Acquiror and to propose any adjustments thereto. All adjustments proposed by Purchaser shall pay be set out in a written statement delivered to Newco Seller (the “Adjustment Statement”) and shall be incorporated into the Preliminary Closing Date Balance Sheet, except for such proposed adjustments to which Seller objects within 15 days of delivery thereof to Seller. If Seller objects to the Adjustment Statement within said 15-day period (the adjustments to which Purchaser objects being referred to herein as the “Contested Adjustments”), Purchaser and Seller shall make the appropriate adjustments to the amount of the Initial Purchase Price (in immediately available funds accordance with Section 3.2(c)) with respect to any uncontested adjustments and shall use reasonable efforts to resolve their dispute regarding the Contested Adjustments. If a final resolution thereof is not reached within ten Business Days of Purchaser’s receipt of Seller’s objections thereto, Purchaser and Seller shall make the appropriate adjustments to the Initial Purchase Price (in accordance with Section 3.2(c)) with respect to any Contested Adjustments which are no longer in dispute and either Purchaser or Seller shall thereafter be entitled to refer any remaining disputes to a nationally recognized accounting firm acceptable to Purchaser and Seller, or in the absence of agreement, Xxxxx Xxxxxxxx LLP (the “Independent Accountant”). If an Independent Accountant is retained, each of Purchaser and Seller shall submit to the Independent Accountant not later than ten Business Days after its appointment, a written statement summarizing its position on the Contested Adjustments, together with such supporting documentation as it deems necessary or as may be requested by the Independent Accountant. The Independent Accountant shall be instructed to render its decision as to the Contested Adjustments based on the terms of this Agreement within 30 days of receipt of the written statements of Purchaser and Sellers. The decision of the Independent Accountant as to the Contested Adjustments shall be final and binding on, and shall not be subject to appeal by Purchaser or Seller. The Preliminary Closing Date Balance Sheet shall be revised as necessary to reflect the decision of the Independent Accountant, and the other modifications thereto previously agreed by Purchaser and Seller (the Preliminary Closing Date Balance Sheet, as so adjusted, being referred to herein as the “Final Closing Date Balance Sheet”). The fees and expenses of the Independent Accountant shall be shared equally by Purchaser, on the on hand, and Seller, on the other hand. (c) The Initial Purchase Price shall be (i) increased on a dollar-for-dollar basis by the amount, if any, by which that the Estimated Net Closing Date Working Capital reflected on the Final Closing Date Balance Sheet exceeds the Base Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds (ii) decreased on a dollar-for-dollar basis by the amount, if any, by which $41,000,000 exceeds that the Estimated Net Closing Date Working Capital reflected on the Final Closing Date Balance Sheet is less than the Base Working Capital Amount. (c) As promptly as practicable . Within three Business Days after the Effective TimeFinal Closing Date Balance Sheet is finally determined in accordance with Section 3.2(b), but in any event within ninety (90A) days thereafterif clause (i) above is applicable, Acquiror Purchaser shall prepare and deliver pay to Newco a schedule (Seller the "Acquiror Schedule") showing Acquiror's determination amount of the Working Capital excess determined in accordance with clause (i) above or (B) if clause (ii) above is applicable, (1) Purchaser shall deduct from the Holdback Amount (or any portion of the Holdback Amount remaining after any deductions pursuant to Section 3.6 or Section 12.6 made prior to the date of payment under this Section 3.2(c)) the amount of the deficiency determined in accordance with clause (ii) above, and (2) if the Holdback Amount (or such remaining portion of the Holdback Amount) is less than such deficiency, Seller shall pay to Purchaser the difference between such deficiency and the Holdback Amount (or such remaining portion of the Holdback Amount). Any amounts paid pursuant to the previous sentence (but not including any amount deducted from the Holdback Amount by Purchaser pursuant to clause (B)(1)) shall be paid with interest at a rate equal to 30-day LIBOR from (and including) the Closing Date. If Newco disagrees with Date through (but excluding) the determination set forth date of payment, by means of a wire transfer of immediately available funds to such bank account designated in writing by Purchaser or Seller, as the Acquiror Schedulecase may be, Newco shall give notice thereof on or prior to Acquiror within sixty (60) days after delivery of the Acquiror Schedule date which is no later than two Business Days prior to Newco, the date on which such notice to include reasonable detail regarding the basis for the disagreementpayment is due. (d) Acquiror Purchaser and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, Seller agree that the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, Preliminary Closing Date Balance Sheet and the decision of such firm Final Closing Date Balance Sheet shall be final and binding upon Acquiror and Newco. All costs incurred in connection with contain an accrual for liabilities arising under the resolution of said dispute Seller 2007 Bonus Plan (the “2007 Bonus Plan Accrual”) which is being assumed by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected Purchaser pursuant to this paragraph to resolve any disagreement among Agreement, which accrual shall be determined in accordance with GAAP and Seller’s historical practices. Purchaser and Seller further agree that a deferred tax asset shall also be reflected on the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of Preliminary Closing Date Balance Sheet and the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco Closing Date Balance Sheet in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from 2007 Bonus Plan Accrual multiplied by twenty-four and two tenths of a percent (24.2%). The parties further agree that no accrual for Continuing Employees that are expected to be severed by Purchaser following the Closing Date to shall be reflected on the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Preliminary Closing Date to the date of payment. Any such payments shall be made on an After-Tax BasisBalance Sheet or Final Closing Date Balance Sheet. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two Within thirty (30) days prior following the Closing, Seller will prepare and deliver to Buyer an unaudited internal balance sheet of the Effective Time, Genesta Business incorporating the Company Transferred Assets and Assumed Liabilities as of the Closing Time (as hereinafter defined) in accordance with GAAP applied on a basis consistent with the Financial Statements and based on a physical inventory as of the Closing Time (the "Closing Balance Sheet"). Buyer has the right to be present to observe such physical inventory. Seller shall inform Acquiror of (i) also calculate the Company's estimate amount of the Working Capital Amount as of the end Closing Time. Buyer shall be permitted to review the working papers underlying the preparation of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to AcquirorClosing Balance Sheet. (b) At Each party hereto shall cooperate fully, each at its own expense, in said preparations and shall make available to each other working papers, data and such other information as may be necessary or desirable in the Effective Time, Acquiror shall pay to Newco in immediately available funds preparation of the amount, if any, by which Closing Balance Sheet and the Estimated calculation of the Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital AmountCapital. (c) As promptly In the event Buyer is in disagreement with any determinations by Seller in the Closing Balance Sheet or the calculation of the Working Capital, each item of disagreement shall be set forth in writing and delivered to Seller within twenty (20) business days from Buyer's receipt of the Closing Balance Sheet. In the event that Buyer fails to deliver a notice of disagreement within said 20 business day period, Buyer shall be deemed to have accepted as practicable after valid and binding the Effective TimeClosing Balance Sheet and Working Capital amount as of Closing. If Buyer and Seller do not, but within the next twenty (20) business days following Seller's receipt of Buyer's written notice of disagreement, resolve each such item of disagreement, both Buyer and Seller are entitled to refer those unresolved items of disagreement to a mutually acceptable member of a nationally recognized accounting firm in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule Canada (the "Acquiror ScheduleIndependent Accountant") showing Acquirorfor resolution. The Independent Accountant's determination of the Working Capital Amount at the Closing Date. If Newco disagrees any such item of disagreement in accordance with the provisions of this SECTION 2.5 shall be final and binding on both parties and not subject to appeal. Buyer and Seller shall use their reasonable efforts to ensure that determination set forth of the items in the Acquiror Schedule, Newco dispute shall give notice thereof to Acquiror be made within sixty (60) days after delivery such referral to the Independent Accountant. In the event that Buyer and Seller are unable to agree on the identity of the Acquiror Schedule to NewcoIndependent Accountant, such notice to include reasonable detail regarding the basis for Independent Accountant shall be appointed by a judge of the disagreementSuperior Court of Justice (Ontario) at Guelph, Ontario. (d) Acquiror The fees and Newco shall attempt to settle any such disagreement; any such settlement disbursements of each party's auditors or other outside representatives shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle paid by such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolutionparty, and those of the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, Independent Accountant shall be paid one-half by Acquiror Seller and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different datesBuyer. (e) Within ten Ten (10) Business Days following a final determination business days after the parties have agreed upon the Closing Balance Sheet and the calculation of the Final Working Capital Amount ("Final Capital, or the Independent Accountant has determined the final form of the Closing Balance Sheet and the calculation of the Working Capital Amount"Capital, the parties shall cause the adjustment of the Note pursuant to SECTION 2.4(b), . Such adjustment shall be effected as follows: (i) if the Final Working Capital Amount exceeds is greater than Nine Hundred Thousand Canadian Dollars (C$900,000), then the Estimated principal payable by Buyer to Seller under the Note shall be increased by the amount by which the Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to exceeds such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and amount; and (ii) if the Estimated Working Capital Amount exceeds is less than Eight Hundred Thousand Canadian Dollars (C$800,000), then the Final principal payable by Buyer to Seller under the Note shall be reduced by the amount by which the Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to is less than such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basisamount. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days Seller and Buyer shall cooperate and provide each other access, including through electronic means, to Seller’s and the Company’s respective books, records and employees as are reasonably requested in connection with the matters addressed in this Section 2.06. No less than three Business Days prior to the Effective Timeexpected Closing Date, Seller shall deliver to Buyer its good faith estimate the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount"Adjustment and its components, together with reasonable supporting documentation. Attached hereto as Schedule 2.06(a) and (ii) the Company's basis for such estimates. The is an illustrative calculation of the Estimated Working Capital Amount Adjustment as of December 31, 2014 (the “Balance Sheet Date”) as if the Balance Sheet Date were the Closing Date. The existence of any dispute with respect to any such calculations shall not delay or otherwise affect the Closing or the obligation to make the payments specified in Section 2.05 at the Closing. For purposes of calculating Net Working Capital, all payments made at the Closing pursuant to Section 6.01(c) shall be reasonably satisfactory deemed to Acquirorhave been paid immediately prior to the close of business on the Closing Date. (b) At On or prior to 60 days after the Effective TimeClosing Date, Acquiror Buyer shall pay deliver to Newco Seller its good faith final calculation of the actual amount for each of the Working Capital Adjustment and its components, which clearly delineates any differences from the estimates delivered pursuant to Section 2.06(a), together with reasonable supporting documentation. If Seller disagrees with any of the calculations provided by Buyer pursuant to the notice referenced in immediately available funds the amountforegoing sentence, then it shall provide Buyer with written notice thereof within 30 days after receiving written notice thereof and shall include reasonable detail regarding such specific objections. If Buyer and Seller working in good faith are unable to agree on such disputed items on or prior to the 90th day following the Closing Date, then either Party may refer such dispute to PricewaterhouseCoopers LLP or one of its affiliates or, if anythat firm declines to act as provided in this Section 2.06(b), by another firm of independent public accountants or valuation experts, mutually acceptable to Buyer and Seller, which firm shall make a final and binding determination as to all matters in dispute on a timely basis and promptly shall notify the Estimated Parties in writing of its resolution. Such accounting firm handling the dispute resolution shall not have the power to modify or amend any term or provision of this Agreement and shall not assign a value to any component of the Working Capital Amount exceeds $41,000,000 Adjustment greater than the greatest value for such item claimed by either Buyer or Newco Seller or less than the smallest value for such item claimed by either Buyer or Seller. Each of Buyer and Seller shall bear and pay one-half of the fees and other costs charged by such accounting firm. If Seller does not object to Acquiror Buyer’s calculations within the time period and in immediately available funds the amountmanner set forth in the first sentence of this Section 2.06(b) or accepts Buyer’s calculations, if any, by which $41,000,000 exceeds then such calculations as set forth in Buyer’s notice shall become final and binding upon the Estimated Working Capital AmountParties for all purposes hereunder. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of If the Working Capital Amount at Adjustment (as agreed between Buyer and Seller or as determined by the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60above-referenced valuation or accounting firm) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), value that is (i) if the Final Working Capital Amount exceeds greater than the Estimated Working Capital AmountAdjustment, then Acquiror will Buyer shall pay to Newco in Seller or its designee(s) within five Business Days after such amounts are so agreed or determined, by wire transfer of immediately available funds to an account or accounts designated by Seller, the amount equal to of such excess difference plus interest (at The Wall Street Journal Prime Rate as published on the Agreed Rate Closing Date) accrued thereon from the Closing Date to through and including the date of such payment and or (ii) if less than the Estimated Working Capital Amount exceeds Adjustment, then Seller and Buyer shall execute a joint instruction to the Final Working Capital Amount, Newco will Escrow Agent to pay to Acquiror in Buyer, within five Business Days after such amounts are agreed or determined, by wire transfer of immediately available funds to an account designated by Buyer, the amount equal to of such excess difference plus interest (at The Wall Street Journal Prime Rate as published by The Wall Street Journal on the Agreed Rate Closing Date) accrued thereon from the Closing Date to through and including the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. The Purchase Price shall be adjusted after the Closing in accordance with the following procedures: (a) Two Within ninety (90) days prior following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the Effective Time, “Initial Statement”) calculating and setting forth the Company shall inform Acquiror of (i) the Company's estimate of the actual Working Capital Amount as of the end Closing Date (the amount calculated and set forth on such Initial Statement, the “Initial Working Capital”), which statement shall include a worksheet setting forth in reasonable detail how such amount was calculated. The Initial Statement shall be prepared in accordance with GAAP, consistent with the methodologies set forth on Section 1.7(a) of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to AcquirorSeller Disclosure Schedule. (b) At During the Effective Timethirty (30) days immediately following Seller’s receipt of the Initial Statement (the “Purchase Price Adjustment Review Period”), Acquiror Seller shall pay be permitted to Newco in immediately available funds review Buyer’s working papers and any working papers of Buyer’s independent accountants relating to the amountpreparation of the Initial Statement and the calculation of the Initial Working Capital, if anyas well as all of the books, by which records and other relevant information relating to the Estimated Initial Working Capital Amount exceeds $41,000,000 or Newco shall pay with respect to Acquiror in the period up to and including the Business Day immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver prior to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with , and Buyer shall make reasonably available to Seller the determination set forth in individuals responsible for and knowledgeable about the Acquiror Scheduleinformation used in, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of and the Acquiror Schedule to Newcopreparation or calculation of, such notice to include reasonable detail regarding the basis for Initial Statement and the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreementInitial Working Capital; any such settlement shall be final and binding upon Acquiror and Newco. Ifprovided, however, Acquiror that the independent accountants of Buyer shall not be obligated to make any working papers available to Seller unless and Newco are unable until Seller has signed a customary confidentiality and hold harmless agreement relating to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted access to an independent certified public accounting firm mutually working papers in form and substance reasonably acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days prior Xxxx hereby agrees to the Effective Timeaccept, the Company shall inform Acquiror of (i) the Company's estimate in full satisfaction of the Working Capital Amount as Note, the amount of the end of the most recently available month end period immediately preceding the Effective Time $1,100,000 (the "Estimated “Working Capital Amount") and (ii) the Company's basis for such estimatesNote Payment”). The calculation of the Estimated Working Capital Amount Note Payment shall be reasonably satisfactory paid to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco Xxxx in immediately available funds by wire transfer on the amountEffective Date. In addition, if any, by which on the Estimated Working Capital Amount exceeds Effective Date Xxxx shall be reimbursed $41,000,000 or Newco shall pay to Acquiror 14,000 in immediately available funds by wire transfer for customer USF Fees intercepted by the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule government (the "Acquiror Schedule") showing Acquiror's determination “USF Fee Payment”). Upon receipt of the Working Capital Amount at Note Payment, Xxxx shall xxxx the Closing DateWorking Capital Note “paid in full” and shall return the original note to Velocita. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding Xxxx acknowledges that upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount Note Payment and the USF Fee Payment, all obligations under Section 3 of the Working Capital Settlement Agreement have been fully satisfied, and upon receipt of the Initial Deferred Note Payment Xxxx and the Current Distribution Payments agrees to take such further action as is necessary to assign the FCC Licenses to SkyTel Spectrum as soon as reasonably practicable; specifically, (whether as a result a) Xxxx shall execute and deliver to SkyTel Spectrum on the Effective Date an Instrument of Newco's failing Assignment and any other documents required in connection with consummation of the assignment of the FCC Licenses to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed aboveSkyTel Spectrum, a resolution by Acquiror and Newco of any such disagreement(b) Xxxx agrees that SkyTel Spectrum may submit, or a determination by may cause to be submitted, an accounting firm selected pursuant to this paragraph to resolve any disagreement among FCC Form 603 notification of consummation (the parties“Consummation Notice”) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if assignment of the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay FCC Licenses to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made SkyTel Spectrum on an After-Tax Basis. (f) In the event that or after the Effective Time it is determined that Date, and (c) SkyTel Spectrum agrees to submit, or cause to be submitted, the Company shall have failed to pay Consummation Notice as soon as possible on or provide for after the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount Effective Date. Notwithstanding anything to the Surviving Corporation contrary contained herein, nothing in immediately available funds promptly upon demand thereforthis Agreement releases Xxxx from its obligation under Section 4 of the Working Capital Settlement Agreement with respect to the Tax Assessment (as defined in the Working Capital Settlement Agreement). Any downward adjustment to the Working Capital Note shall constitute a reduction of the purchase price under the Asset Purchase Agreement.

Working Capital Adjustment. The Base Consideration will (a1) Two days prior to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds reduced by the amount, if any, by which the Estimated Working Capital Amount exceeds of the Company as of the date of the Closing is less than $41,000,000 or Newco shall pay to Acquiror in immediately available funds 150,000 and (2) be increased by the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. of the Company as of the date of Closing exceeds $150,000 (c) As promptly such amount, the "WORKING CAPITAL ADJUSTMENT"). For purposes of this Agreement, "WORKING CAPITAL" of the Company is defined as practicable after the Effective Timeamount by which the Company's cash and Current Accounts Receivable exceed the sum of its total liabilities on and as of the Closing Date. "CURRENT ACCOUNTS RECEIVABLE" are only those accounts receivable that are fewer than 60 days old and excluding those that the Company and the Shareholders, but in any event good faith, believe are unlikely to be collected within ninety (90) 180 days thereafter, Acquiror shall prepare and deliver to Newco a schedule of Closing. The Working Capital Adjustment will be based upon an unaudited balance sheet (the "Acquiror ScheduleCLOSING DATE BALANCE SHEET") showing Acquiror's that the parties will cause to be prepared in accordance with GAAP (except that footnotes may be omitted) consistent with the past practices of the Company. Buyer may choose to have the Closing Date Balance Sheet prepared by a nationally-recognized, independent certified public accounting firm selected by Buyer. The calculation and determination of the Working Capital Amount Adjustment will be made by Buyer and the Company at Closing and will be deemed conclusive and binding on the parties. To the extent any amount reflected as a Current Account Receivable on the Closing Date Balance Sheet is not actually collected by the Company on or prior to 180 days after the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco Buyer shall give notice thereof be entitled to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis be reimbursed for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror full amount of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All account receivable plus any costs incurred in connection with the resolution attempt to collect it from the Primary Escrow. To the extent the Company receives payment within 180 days of said dispute by the Closing on any Company accounts receivable that existed prior to the Closing, but that were not included as Current Accounts Receivable, such independent public accountants, including expenses and fees for services rendered, amount shall be paid one-half by Acquiror deposited in the Primary Escrow and one-half by Newco. Acquiror and Newco shall use reasonable efforts distributed to have the dispute resolved within ninety (90Shareholders in the same percentages as set forth on Schedule 1.2(a) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date end of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment180 day period. Any such payments Nothing herein shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that require the Company shall have failed or Buyer to pay or provide for the Existing Company Debt and the Deal Expenses as provided take any action to collect any accounts receivable other than those actions taken in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefortheir Ordinary Course of Business.

Working Capital Adjustment. (a) Two days At least two Business Days prior to the Effective TimeClosing Date, the Company Sellers shall inform Acquiror of (i) provide Purchaser with the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The Pre-Closing Balance Sheet, together with a calculation of the Estimated Closing Working Capital Amount Adjustment Amount. On the Closing Date, the Sellers shall be reasonably satisfactory pay to Acquirorthe Purchaser, in cash, an amount equal to the Closing Working Capital Adjustment Amount. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly soon as practicable possible after the Effective TimeClosing Date, but in any no event within ninety (90) later than 60 days thereafterafter the Closing Date, Acquiror the Purchaser shall prepare and deliver to Newco the Sellers the Closing Balance Sheet together with a schedule calculation of the Final Working Capital Adjustment Amount, and the Preliminary Bonus Schedule. The Sellers shall have 30 days to review the Closing Balance Sheet and the calculation of the Final Working Capital Adjustment Amount and to deliver a written notice (the "Acquiror ScheduleDISPUTE NOTICE") showing Acquiror's determination of any disagreements specifying in reasonable detail the Working Capital Amount at the Closing Datenature and extent of such disagreement. If Newco disagrees with the determination set forth in the Acquiror Scheduleno Dispute Notice is delivered within such period, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement Purchaser's calculation shall be final deemed accepted by the Sellers. If the Sellers and binding upon Acquiror and Newco. If, however, Acquiror and Newco the Purchaser are unable to settle resolve any such dispute disagreement within sixty (60) days after 10 Business Days of the Purchaser's receipt by Acquiror of such notice of disputethe Dispute Notice, the dispute items of disagreement shall be submitted referred for final determination to an independent certified public accounting firm mutually acceptable of national reputation (the "INDEPENDENT ACCOUNTANT") reasonably agreed to Acquiror and Newco for resolution, by the Purchaser and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountantsSellers. The final determination of the Working Capital Amount (whether as Independent Accountant shall make a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Adjustment Amount within 20 Business Days following appointment by the Purchaser and the Sellers and such determination shall be binding on the parties. ("Final Working Capital Amount")c) The Sellers shall pay the Purchaser an amount, (i) if in cash, equal to the Final Working Capital Amount exceeds Adjustment Amount, if positive, or the Estimated Purchaser shall pay the Sellers an amount in cash equal to the Final Working Capital Adjustment Amount (up to a maximum amount equal to the Closing Working Capital Adjustment Amount), if negative, following the determination of such amount pursuant to clause (b) hereof. (d) On April 15, 2004, Purchaser will deliver to the Sellers a schedule of all bonuses paid by Purchaser for services performed during the 2003 calendar year (which bonuses in the aggregate shall be referred to herein as the "2004 BONUS AMOUNT") to its employees who were employed by the Sellers (or any Target Subsidiary) immediately prior to the Closing (each, an "ELIGIBLE EMPLOYEE"). If the 2004 Bonus Amount is less than the amount set forth under the "Accrued Bonuses" line item on the Closing Balance Sheet, on an annualized basis, then Acquiror will Purchaser shall pay to Newco in immediately available funds Sellers on April 15, 2004, an amount equal to such excess plus interest at the Agreed Rate from product of (i) the difference of (A) the amount set forth under the "Accrued Bonuses" line item on the Closing Date to the date of payment and Balance Sheet, MINUS (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.B)

Working Capital Adjustment. (a) Two days prior to the Effective Time, the Company The Purchase Price shall inform Acquiror of be (i) increased dollar for dollar to the Company's estimate of extent the Closing Date Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") exceeds $4,500,000 and (ii) decreased dollar for dollar to the Company's basis for such estimates. The calculation of extent the Estimated Closing Date Working Capital Amount shall be reasonably satisfactory to Acquiroris less than $4,300,000. (b) At Sellers and Buyer shall cooperate to conduct a physical inventory of the Effective Time, Acquiror Purchased Inventory. The inventory shall pay be taken three (3) business days before the Closing Date or at such time as is reasonably and mutually convenient for Buyer or its accountants to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amountobserve such taking of inventory. (c) As promptly as practicable Within forty-five (45) days after the Effective TimeClosing Date, but in any event within ninety (90) days thereafter, Acquiror Sellers shall prepare and deliver to Newco Buyer a schedule closing statement calculating the Closing Date Working Capital (the "Acquiror Schedule"“Closing Statement”). For purposes of this Agreement, the Purchased Inventory value shall be calculated at the agreed values set forth on Schedule 3.2(c); provided, however, that the fixed overhead allocation related to the Purchased Inventory shall not exceed the lesser of (i) showing Acquiror's determination $625,000 and (ii) 18.5% of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreementPurchased Inventory. (d) Acquiror Sellers shall provide Buyer and Newco shall attempt its accountants and legal counsel with reasonable information, and access to settle any such disagreement; any such settlement shall be final books and binding upon Acquiror and Newco. Ifrecords of Sellers, howeverrelated to the calculation of Closing Date Working Capital set forth on the Closing Statement, Acquiror and Newco are unable to settle such dispute within sixty for forty five (6045) days after receipt by Acquiror of the Closing Statement. Unless Buyer delivers the Dispute Notice within forty five (45 ) days after receipt of the Closing Statement, such notice Closing Statement shall be deemed the “Final Closing Statement,” shall be binding upon all parties and shall not be subject to dispute or review. If Buyer disagrees with the Closing Statement, Buyer shall, within forty five (45) days after receipt thereof, notify Sellers in writing (the “Dispute Notice”), which Dispute Notice shall provide reasonable detail of the nature of each disputed item on the Closing Statement. Buyer and Sellers shall first use commercially reasonable efforts to resolve such dispute among themselves and, if the parties are able to resolve such dispute, the dispute Closing Statement shall be submitted revised to an independent certified public accounting firm mutually acceptable the extent necessary to Acquiror and Newco for reflect such resolution, and the decision of such firm shall be final deemed the “Final Closing Statement” and shall be conclusive and binding upon Acquiror all parties and Newcoshall not be subject to dispute or review. All costs incurred If the parties are unable to resolve the dispute within thirty (30) days after the Sellers’ receipt of the Dispute Notice, the parties shall submit the dispute to Xxxxx Xxxxxxxx LLP at such firm’s New York City office (the “Accountants”). Each of Buyer, FAP, First Aid and NutraMax represents and covenants that the Accountants are not currently engaged and are not expected to be engaged to perform services for it or any of its affiliates (as hereinafter defined). The Accountants shall act as experts and not arbiters and shall determine only those items in dispute on the Closing Statement. Promptly, but no later than thirty (30) days after engagement, the Accountants shall deliver a written report to Buyer and Sellers as to the resolution of the disputed items and the resulting calculation of the Closing Statement. The Closing Statement as determined by the Accountants shall be deemed the “Final Closing Statement ,” and shall be conclusive and binding upon all parties and shall not be subject to dispute or review. The fees and expenses of the Accountants in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, disputes pursuant to this Section 3.2 shall be paid borne one-half by Acquiror Buyer and one-half by Newco. Acquiror and Newco Sellers.If the Closing Working Capital exceeds $4,500,000, Buyer shall use reasonable efforts pay the difference to have the dispute resolved FAP within ninety five (905) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination delivery of the Final Closing Statement. If the Closing Working Capital Amount ("Final Working Capital Amount")is less than $4,300,000, (i) if the Final Working Capital Amount exceeds Escrow Agent shall release the Estimated Working Capital Amount, then Acquiror will pay difference to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date Buyer pursuant to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax BasisEscrow Agreement. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days prior to 2.4.1 The Purchase Price shall be adjusted based upon the Effective Time, difference between the Company shall inform Acquiror of (i) the Company's estimate of the Closing Date Working Capital Amount as of and the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Reference Working Capital Amount"in accordance with this Section. Within thirty (30) and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable business days after the Effective TimeClosing Date, but in any event within ninety (90) days thereafter, Acquiror Seller shall prepare and deliver to Newco a schedule Buyer Seller's calculation of the Closing Date Working Capital (the "Acquiror ScheduleClosing Date Working Capital Calculation"), which shall have been prepared in accordance with GAAP and in accordance with past practice. If the Closing Date Working Capital, as finally determined in accordance with this Section 2.4, exceeds the Reference Working Capital, Buyer shall pay Seller the difference; if the Closing Date Working Capital is less than the Reference Working Capital, Seller shall pay Buyer the difference. In either case, the adjustment provided in the preceding sentence shall be paid within ten (10) showing Acquiror's days of the final determination of the Closing Date Working Capital Amount at and shall be paid by wire transfer of immediately available funds. 2.4.2 If Buyer wishes to dispute the Closing Date. If Newco disagrees with the determination set forth in the Acquiror ScheduleDate Working Capital Calculation, Newco Buyer shall give notice thereof to Acquiror within sixty twenty (6020) days after delivery of receipt of the Acquiror Schedule to Newco, such Closing Date Working Capital Calculation give written notice to include reasonable detail regarding Seller of such dispute and the basis for the disagreement. (dreason(s) Acquiror therefor. Seller and Newco Buyer shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle resolve such dispute within sixty twenty (6020) business days after receipt by Acquiror Seller of such notice of disputenotice, and in the event Buyer and Seller fail to resolve such dispute within said period, the dispute shall be submitted to an parties agree that the independent certified public accounting firm of PricewaterhouseCoopers LLP (or any other nationally recognized independent certified public accounting firm that shall be mutually acceptable agreed upon by such parties) shall be employed to Acquiror resolve such dispute as soon as reasonably practicable and Newco for resolution, and the decision that any determination of such accounting firm as to the disputed matter shall be binding upon the parties hereto. In the event PricewaterhouseCoopers LLP or any other accounting firm is employed to resolve any dispute, the costs of any such accounting firm shall be final divided equally among Buyer and binding upon Acquiror and NewcoSeller. All costs incurred in connection with In the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by event an accounting firm selected pursuant to this paragraph is employed to resolve any disagreement among a dispute, all amounts due hereunder shall be paid, in the parties) may occur on different dates. (e) Within manner set forth above, within ten (10) Business Days following a days of the final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basisaccounting firm. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two Not more than sixty (60) days prior following the Closing Date, Parent shall deliver to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate WYNIT a statement of the actual Net Working Capital Amount (the “Net Working Capital Statement”) determined as of the end Closing Date. During such sixty (60) day period, Parent and its Representatives shall be given all such access as they may reasonably require during Purchasers’ normal business hours (or such other times as the parties hereto may agree) and upon reasonable advance notice to those work papers, books and records of Purchasers and access to such personnel or Representatives of Purchasers as they may reasonably require for the purposes of preparing the Net Working Capital Statement. The Net Working Capital Statement shall be prepared in the manner and consistent with the basis, including the basis of calculation of individual line items and the determination of allowances and reserves, used to prepare Exhibit A and in accordance with Sellers’ books and records, and in a manner which Sellers reasonably believe fairly and accurately reflects the current assets and current liabilities included in the Purchased Assets and Assumed Liabilities, respectively, as of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to AcquirorClosing Date. (b) At Following the Effective Time, Acquiror shall pay to Newco in immediately available funds delivery by Parent of the amount, if any, by which the Estimated Net Working Capital Amount exceeds $41,000,000 Statement, WYNIT and its representatives shall be given all such access as they may reasonably require during Sellers’ normal business hours (or Newco shall pay such other times as the parties may agree) and upon reasonable advance notice to Acquiror in immediately available funds those books and records of Sellers and access to such personnel or Representatives of Sellers as they may reasonably require for the amount, if any, by which $41,000,000 exceeds purposes of resolving any disputes or responding to any matters or inquiries raised concerning the Estimated Net Working Capital AmountStatement or the calculation of the Net Working Capital as determined by Parent. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror WYNIT shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within have sixty (60) days after following the date of delivery of the Acquiror Schedule Net Working Capital Statement to Newcoprovide Parent with a written certificate confirming that the Net Working Capital as proposed by Parent is acceptable (the “Confirmation Certificate”) or notifying Parent in writing of any good faith reasonable objections to the calculation of the Net Working Capital as proposed by Parent (a “Dispute Notice”) setting forth a reasonably specific and detailed description of such objections. If a Confirmation Certificate is delivered by WYNIT pursuant to this Section 2.10(c), such notice to include reasonable detail regarding the basis for Net Working Capital proposed by Parent shall be binding on the disagreementparties hereto. (d) Acquiror If WYNIT objects to the Net Working Capital Statement, a Representative of WYNIT, on the one hand, and Newco Parent, on the other, shall attempt in good faith to settle resolve any such disagreement; objection within thirty (30) days of the receipt by Parent of such notice. (e) If WYNIT and Parent are unable to resolve any such settlement dispute within such thirty (30) day period, WYNIT and Parent (either together or separately) shall be entitled to submit the dispute to an Independent Accounting Firm. Each of the parties hereto shall, and shall cause their respective Representatives to, provide full cooperation to the Independent Accounting Firm. The Independent Accounting Firm shall (i) consider only those matters as to which there is a dispute between the parties hereto, and (ii) be instructed to reach its conclusions regarding any such dispute within thirty (30) days after its appointment and provide a written explanation of its decision. In the event that WYNIT and Parent shall submit any dispute to an Independent Accounting Firm, each such party may submit a “position paper” to the Independent Accounting Firm setting forth the position of such party with respect to such dispute, to be considered by such Independent Accounting Firm as it deems fit. The fees and disbursements of the Independent Accounting Firm acting under this Section shall be apportioned between Sellers and Purchasers based on the total dollar value of disputed exceptions resolved in favor of each such party, with each such party bearing such percentage of the fees and disbursements of the Independent Accounting Firm as the aggregate disputed exceptions resolved against that party bears to the total dollar value of all disputed exceptions considered by the Independent Accounting Firm. (f) If WYNIT does not deliver a Dispute Notice in accordance with the procedures set forth in Section 2.10(c) above (i.e., within the sixty (60) day period specified therein), the Net Working Capital Statement (together with Parent’s calculation of the Net Working Capital) shall be deemed to have been accepted by the parties hereto and such calculation of the Net Working Capital shall be binding. In the event that WYNIT delivers a Dispute Notice in accordance with the provisions above and WYNIT and Parent are able to resolve such dispute by mutual agreement, the Net Working Capital Statement, together with the calculation of the Net Working Capital, as modified by the mutual agreement of parties hereto, shall be deemed to have been accepted by the parties and such revised calculation of the Net Working Capital shall be binding on the parties for all purposes hereof. In the event that WYNIT delivers a Dispute Notice in accordance with the provisions set forth above and WYNIT and the Parent are unable to resolve such dispute by mutual agreement, the determination of the Independent Accounting Firm shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, on the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolutionparties hereto, and the decision Net Working Capital Statement, together with the calculation of the Net Working Capital, as modified by the report of the Independent Accounting Firm, shall be deemed to have been accepted by the parties hereto and such firm revised calculation of the Net Working Capital shall be final and binding on the parties for all purposes hereof. (g) Purchasers have participated in and directed certain of Sellers’ employees in conducting a wall-to-wall physical inventory count of all of the Purchased Inventory and consigned inventory in the Sellers’ Mississauga, Ontario facility and in the Sellers’ Richardson, Texas facility (collectively, Sellers’ “Active Distribution Centers”) (as reconciled in the manner described below, each, a “Physical Inventory”). Purchasers will reimburse Sellers for the hourly wages (excluding the costs of any taxes or employee benefits) of any Business Employees who are compensated on an hourly wage basis in performing the above-described wall-to-wall physical inventories within ten (10) days of delivery of an invoice therefor by Sellers to Purchasers. Upon delivery of the Physical Inventories, Sellers shall be responsible for reconciling the valuation results of each Physical Inventory to the accounting records of the Sellers as of the Closing Date and will provide to Purchasers the results of such reconciliations, and access to or copies of Sellers accounting records related to such reconciliations, with such reconciliations to give effect to any transactions involving Purchased Inventory (including, among other transactions, any receipts and shipments of items of Purchased Inventory) from the date of the Physical Inventory conducted at such Active Distribution Center, to determine the valuation of Purchased Inventory at such Active Distribution Center on the Closing Date. Within seven (7) days following the latter of the delivery to Parent of a true and correct copy of the Physical Inventory with respect to Sellers’ Richardson, Texas facility or the delivery to Parent of a true and correct copy of the Physical Inventory with respect to Sellers’ Mississauga, Ontario facility, Parent may submit a written notice of any objections to any component of the Physical Inventories (an “Inventory Objection Notice”) setting forth a reasonably specific and detailed description of such objections. In the event that Parent does not timely deliver an Inventory Objection Notice, the Physical Inventories shall be deemed final and shall conclusively be deemed the Purchased Inventory located at Sellers’ Active Distribution Centers. In the event that Parent timely delivers an Inventory Objection Notice, WYNIT and Parent shall use good faith efforts to resolve such dispute by mutual agreement for a period of seven (7) days following the delivery of the Inventory Objection Notice, and any agreed-upon Acquiror adjustments shall be made to the Physical Inventories, which shall conclusively be deemed the Purchased Inventory located at Sellers’ Active Distribution Centers. In the event WYNIT and Newco. All costs incurred Parent are unable to resolve such dispute by mutual agreement, the matter shall be resolved as set forth in Section 2.10(e), above, by an Independent Accounting Firm in connection with the resolution determination of said dispute by such independent public accountants, including expenses a final Net Working Capital Statement. The parties acknowledge and fees for services rendered, shall agree that the Purchased Inventory may consist of inventory in addition to the inventory located at the Active Distribution Centers on the date of the Physical Inventories and that reconciliation must be paid one-half by Acquiror done to take into account sales made from and one-half by Newco. Acquiror deliveries and Newco shall use reasonable efforts returns to have or from the dispute resolved within ninety Active Distribution Centers between the finalization of the Physical Inventories and the Closing Date. (90h) Within five (5) business days after such dispute is submitted to said independent public accountants. The final the determination of the actual Net Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror becomes final and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates.binding: (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final actual Net Working Capital Amount exceeds the Estimated Working Capital Amountis between $2,500,000.00 and $10,000,000.00, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date there shall be no adjustment to the date of payment and Purchase Price; (ii) if the Estimated actual Net Working Capital Amount exceeds $10,000,000, Purchasers, on a joint and several basis, shall pay Sellers the amount by which the actual Net Working Capital exceeds $10,000,000.00; provided that in no event will Purchasers be required to pay Sellers more than $2,000,000 under this Section 2.10(h)(ii); (iii) if the actual Net Working Capital is less than $2,500,000.00 but greater than ($1,000,000.00), Sellers, on a joint and several basis, shall pay Purchasers the amount by which $2,500,000.00 exceeds the Final actual Net Working Capital, provided that in no event will Seller be required to pay Purchasers more than $2,500,000.00 under this Section 2.10(h)(iii); (iv) if the actual Net Working Capital Amountis less than ($1,000,000.00) but greater than ($5,000,000), Newco will Sellers, on a joint and several basis, shall pay Purchasers (X) $2,500,000.00, plus (Y) fifty percent (50%) of the amount by which ($1,000,000.00) exceeds the actual Net Working Capital; (v) if the actual Net Working Capital is less than ($5,000,000), Sellers, on a joint and several basis, shall pay Purchasers the sum of (X) $4,500,000, plus (Y) the amount by which ($5,000,000) exceeds the actual Net Working Capital; and (vi) Any payments required to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. pursuant to this Section 2.10(h) will be made by wire transfer within five (f5) In the event that business days after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand thereforfinal determination of actual Net Working Capital.

Working Capital Adjustment. (a) Two days prior to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount Merger Consideration shall be reasonably satisfactory adjusted to Acquiror. (b) At reflect the Effective Time, Acquiror shall pay to Newco in immediately available funds the amountdifference, if any, by which between the Estimated Net Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds and the amount, if any, by which $41,000,000 exceeds the Estimated Actual Net Working Capital AmountCapital. (cA) As promptly soon as practicable after the Effective Timepracticable, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days following the Closing Date, the Buyer shall deliver to the Stockholder Representative an unaudited balance sheet of the Company (the "Preliminary Closing Balance Sheet") as of the close of business on the date immediately preceding the Closing Date prepared in accordance with GAAP on a consistent basis with the Company Financial Statements and past practice. (B) Subject to the resolution of any disputes pursuant to Section 2.1(e)(ii)(C), within thirty (30) days after the date of receipt by the Stockholder Representative of the Preliminary Closing Balance Sheet: (1) if the Estimated Net Working Capital exceeds the Actual Net Working Capital, the Buyer shall be entitled to a payment from the Adjustment Escrow Fund, which will be its initial recourse for amounts due under this Section 2.1(e)(ii)(B), in an amount equal to such excess, as a downward adjustment to the Merger Consideration for tax purposes, provided that, if the Adjustment Fund Amount is insufficient to pay such amounts due under this Section, the remainder shall be disbursed from the Escrow Fund; and (2) if the Actual Net Working Capital exceeds the Estimated Net Working Capital, (i) the Buyer shall deliver to, as an upward adjustment to the Merger Consideration for tax purposes, the Exchange Agent by wire transfer or other delivery of immediately available funds an aggregate amount equal to such excess and (ii) the Acquiror Escrow Agent shall distribute the Adjustment Escrow Amount, which amounts shall be distributed by the Exchange Agent to the holders of Company Stock and Company Stock Options allocated as set forth on Schedule to NewcoI. (1) The Stockholder Representative may dispute any amounts reflected on the Preliminary Closing Balance Sheet; provided, such notice to include however, that the Stockholder Representative shall have notified the Buyer in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail regarding detail, the basis for such dispute, within thirty (30) days of the disagreement. (d) Acquiror Stockholder Representative's receipt of the Preliminary Closing Balance Sheet. In the event of such a dispute, the Buyer and Newco the Stockholder Representative shall attempt to settle any such disagreement; any such settlement shall be final reconcile their differences. If the Buyer and binding upon Acquiror and Newco. If, however, Acquiror and Newco the Stockholder Representative are unable to settle such dispute reach a resolution within sixty twenty (6020) days after receipt by Acquiror the Buyer of such the Stockholder Representative's written notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, Buyer and the decision of such firm Stockholder Representative shall be final and binding upon Acquiror and Newco. All costs incurred submit the items remaining in connection with the dispute for resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected to be mutually agreed upon by the parties (the "Independent Accounting Firm"), which shall, within thirty (30) days of such submission, determine and report to the Stockholder Representative and the Buyer upon such remaining disputed items, and such report shall be final, binding and conclusive on the stockholders of the Company and the Buyer. The Closing Date Balance Sheet that has not been challenged, has been reconciled, or has been determined by the Independent Accounting Firm pursuant to this paragraph subsection 2.1(e)(ii)(C) (1) is referred to resolve any disagreement among herein as the parties) may occur on different dates"Final Closing Date Balance Sheet." The fees and disbursements of the Independent Accounting Firm shall be allocated equally between the Buyer and the stockholders of the Company. (e2) Within ten (10) Business Days following a final determination During the period of the Final Working Capital Amount ("Final Working Capital Amount"Stockholder Representative's review of the Preliminary Closing Balance Sheet and of any dispute referred to in this Section 2.1(e)(ii)(C), the Buyer shall provide the Stockholder Representative, Deloitte & Touche LLP (ithe "Stockholders' Accountant") if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date and any Independent Accounting Firm full access to the date books, records and facilities of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such paymentand shall cooperate fully with the Stockholder Representative and Stockholders' Accountant and any Independent Accounting Firm, Newco shall promptly pay such amount in each case to the extent reasonably required by the Stockholder Representative, the Stockholders' Accountant and any Independent Accounting Firm in order to review the amounts reflected in the Preliminary Closing Balance Sheet or to investigate the basis for any such dispute; provided, however, that any such review and investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the Surviving Corporation Corporation's business. The Buyer shall cause its accountant to make all of its work papers underlying the review of the Preliminary Closing Balance Sheet available to the Stockholder Representative and Stockholders' Accountant on customary conditions and to consult in immediately available funds promptly upon demand thereforgood faith with the Stockholder Representative, Stockholders' Accountant and any Independent Accounting Firm during such period.

Working Capital Adjustment. (a) Two days prior to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. . I-41 42 (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (ai) Two No more than five and no less than three Business Days prior to the Closing Date, the Sellers will prepare and deliver to the Purchaser a calculation and statement of the estimated Working Capital (which calculation and statement shall take into full account the reduction in Inventory and the increase in Accounts Receivable that would result from the transactions contemplated by Section 6.30 if a notice pursuant to that Section shall have been given by the Purchaser to Chemtura related to the Brazilian Inventory) as of 12:00:01 a.m. (eastern time) on the Closing Date (the “Estimated Closing Statement”). The Sellers will prepare the Estimated Closing Statement in good faith, in accordance with the Calculation Principles, consistent with, and using the same level of prudence as used in, the preparation of the Net Working Capital Threshold Amount, subject to the Purchaser’s good faith review and reasonable satisfaction. If the Working Capital as set forth on the Estimated Closing Statement (the “Estimated Working Capital Amount”) is less than the Net Working Capital Threshold Amount, then the Initial Purchase Price will be reduced by the amount of such deficiency. If the Estimated Working Capital Amount is greater than the Net Working Capital Threshold Amount, then the Initial Purchase Price will be increased by the amount of such excess. (ii) As soon as practicable but in no event later than 90 days following the Closing Date, the Purchaser will prepare and deliver to Chemtura a calculation and statement of the Working Capital as of 12:00:01 a.m. (eastern time) on the Closing Date and the proposed Working Capital Adjustment Amount (the “Closing Statement”). In connection with the preparation of the initial draft of the Closing Statement and only if a shutdown of the Geismar Facility would not be reasonably required in connection therewith, Chemtura and the Purchaser (and, if desired, their respective outside experts) shall cooperate in taking a physical inventory of the Inventory located at the Geismar Facility on a date not earlier than three days prior to the Effective TimeClosing Date, and shall obtain confirmation letters from each location where Inventory was held as of the Closing Date. The Purchaser will prepare the Closing Statement in good faith in accordance with the Calculation Principles, consistent with, and using the same level of prudence as used in, the Company preparation of the Net Working Capital Threshold Amount. (iii) Chemtura shall inform Acquiror review the initial draft of the Closing Statement during the 30-day period commencing on the date that Chemtura receives the initial draft of the Closing Statement. At or prior to the end of such 30 day period, Chemtura may deliver a notice to the Purchaser either: (A) confirming that no adjustments are proposed by Chemtura to the initial draft of the Closing Statement (a “Notice of Acceptance”); or (B) to the effect that Chemtura disagrees with the initial draft of the Closing Statement (a “Notice of Disagreement”), specifying the nature of such disagreement and the adjustments that Chemtura seeks to the initial draft of the Closing Statement (collectively, the “Proposed Adjustments”). (iv) To the extent that there are any Proposed Adjustments, the Purchaser will, no later than 30 days after its receipt of the Proposed Adjustments, notify Chemtura which of the Proposed Adjustments it accepts (if any) and which of the Proposed Adjustments it rejects (if any). Chemtura and the Purchaser shall seek in good faith to resolve any differences that remain in relation to the Proposed Adjustments and to reach agreement in writing on any Proposed Adjustments not accepted by the Purchaser. If any of the Proposed Adjustments are not so resolved (the “Unresolved Adjustments”) within 30 days after Chemtura’s receipt of the Purchaser’s notice relating to the Proposed Adjustments, the Unresolved Adjustments shall be submitted at the request of either Chemtura or the Purchaser to a mutually acceptable internationally recognized independent public accounting firm as shall be agreed upon by the Sellers and the Purchaser in writing (the “Accounting Firm”) for arbitration. The scope of the review by the Accounting Firm shall be limited to (i) a determination of whether the Unresolved Adjustments are appropriate taking into account the standards of preparation of the initial draft of the Closing Statement as set forth in Section 3.2(c)(ii) and (ii) based on its determinations of the matters described in clause (i) and taking into account the Proposed Adjustments previously accepted by the Purchaser, if any, the delivery of a final Closing Statement including the final Working Capital Adjustment Amount. The Accounting Firm is not to make or be asked to make any determination other than as set forth in the previous sentence. Chemtura and the Purchaser shall use commercially reasonable efforts to cause the Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable after such submission of the Unresolved Adjustments. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The Purchaser shall bear and pay a portion of the fees and disbursements of the Accounting Firm determined by multiplying (1) the fees and disbursements of the Accounting Firm by (2) a quotient equal to (X) the total amount of the Proposed Adjustments that are ultimately applied to the Closing Statement, whether because such adjustment was accepted by the Purchaser or applied by the Accounting Firm in determining the final Closing Statement, divided by (Y) the total amount of the originally Proposed Adjustments. Chemtura shall bear the amount of the fees and disbursements of the Accounting Firm that are not the responsibility of the Purchaser as set forth in the preceding sentence. The fees and disbursements (if any) of the Purchaser’s outside experts incurred in connection with the preparation and certification of the initial draft of the Closing Statement and their review of any Proposed Adjustments or Unresolved Adjustments shall be borne by the Purchaser, and the fees and disbursements (if any) of Chemtura’s outside experts incurred in connection with their review of the draft Closing Statement and any Proposed Adjustments or Unresolved Adjustments shall be borne by Chemtura. (v) The Closing Statement shall become final and binding on the Sellers and the Purchaser, and shall have the effect of an arbitral award, upon the earliest of (i) the Company's estimate date that a Notice of Acceptance is delivered to the Purchaser pursuant to Section 3.2(c)(iii)(A) (in which case the final Working Capital Adjustment Amount shall be as of set forth in the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and Closing Statement delivered pursuant to Section 3.2(c)(ii)), (ii) the Company's basis for date that is one day after the 30 day review period specified in Section 3.2(c)(iii) has ended if no Notice of Disagreement has been delivered to the Purchaser pursuant to Section 3.2(c)(iii)(B) during such estimates. The calculation of 30 day period (in which case the Estimated final Working Capital Adjustment Amount shall be reasonably satisfactory as set forth in the Closing Statement delivered pursuant to AcquirorSection 3.2(c)(ii)), (iii) the date of an agreement in writing by the Sellers and the Purchaser that the Closing Statement, together with any modifications thereto agreed by the Sellers and the Purchaser, are final and binding (in which case the final Working Capital Adjustment Amount shall be as so agreed upon by the Sellers and the Purchaser) and (iv) the date on which the Accounting Firm resolves in writing any disputed matters (in which case the final Working Capital Adjustment Amount shall be as determined by the Accounting Firm pursuant to Section 3.2(c)(iv)). (bvi) At Each of the Effective TimeSellers, Acquiror on the one hand, and the Purchaser, on the other hand, shall pay reasonably cooperate with each other and provide the other (and such other’s independent auditors) with reasonable access to Newco any books, records, working papers and employees as the other may reasonably request, in each case in connection with the preparation and review of the Closing Statement pursuant to this Section 3.2(c). (vii) The Purchase Price shall be increased by the absolute value of the final Working Capital Adjustment Amount if the final Working Capital Adjustment Amount is positive and decreased by the absolute value of the final Working Capital Adjustment Amount if the final Working Capital Adjustment Amount is negative. If the final Working Capital Adjustment Amount is a negative number, the Sellers shall, within two Business Days after the Closing Statement becomes final and binding on the Sellers and the Purchaser (as provided in Section 3.2(c)(v)), make payment by wire transfer in immediately available funds to one or more accounts designated by the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination Purchaser of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror absolute value of such notice of dispute, the dispute shall be submitted amount together with a sum equivalent to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as interest thereon at a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount rate equal to such excess plus interest at the Agreed Rate LIBOR Rate, accrued from the Closing Date to and including the date of payment and (ii) if calculated on the Estimated basis of the actual number of days elapsed divided by 360. If the final Working Capital Adjustment Amount exceeds is a positive number, the Final Working Capital AmountPurchaser shall, Newco will pay to Acquiror within two Business Days after the Closing Statement becomes final and binding on the Sellers and the Purchaser (as provided in Section 3.2(c)(v)), make payment by wire transfer in immediately available funds to an account designated by Chemtura of the absolute value of such amount together with a sum equivalent to interest thereon at a rate equal to such excess plus interest at the Agreed Rate LIBOR Rate, accrued from the Closing Date to and including the date of paymentpayment and calculated on the basis of the actual number of days elapsed divided by 360. Any such payments “LIBOR Rate” shall mean the closing rate of interest announced publicly by the British Bankers Association as its three month LIBOR rate for U.S. dollars on the Business Day preceding the date of determination, which for purposes of this Section 3.2(c)(vii) shall be made the day the Closing Statement becomes final and binding on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt Sellers and the Deal Expenses Purchaser (as provided in Section 2.01(b) 3.2(c)(v)). The Sellers and the Surviving Corporation makes such payment, Newco Purchaser agree that any amounts paid pursuant to this Section 3.2(c)(vii) shall promptly pay such amount be allocated in a manner that is consistent with the allocation of the Purchase Price pursuant to the Surviving Corporation in immediately available funds promptly upon demand thereforSection 3.4.

Working Capital Adjustment. (a) Two days prior to In the Effective Timeevent there is a Working Capital Deficit as (defined in Section 1.10), the Company shall inform Acquiror of (i) Purchase Price will be reduced by the Company's estimate amount of the Working Capital Amount Deficit. Working Capital as of the end Closing Date shall be estimated on the Closing Date and a preliminary adjustment to the Purchase Price shall be made on the basis of such estimate of Working Capital as of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to AcquirorClosing Date. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco Date shall give notice thereof to Acquiror be determined by mutual agreement within sixty (60) days after delivery of following the Acquiror Schedule to Newco, such notice to include reasonable detail regarding Closing and the basis for Purchase Price adjusted accordingly. In the disagreement. (d) Acquiror event Buyers and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco Sellers are unable to settle such dispute agree on the adjustment to the Purchase Price relating to any Working Capital Deficit, Buyers and HGA shall mutually engage a firm of independent public accountants of recognized national standing (the "Independent Auditor") who, using the accounting procedures set forth on Exhibit C hereto, shall make a determination of any adjustment to the Purchase Price within sixty (60) days after receipt by Acquiror of its engagement and shall deliver its written report thereon to Buyers and Sellers within such notice time period. In the event Buyers and HGA are unable to agree upon the selection of disputethe Independent Auditor, each shall select a firm of independent public accountants of national standing and these two firms shall jointly select a third independent firm of public accountants to serve as the dispute Independent Auditor. The written report of the Independent Auditor shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, binding upon the parties and the decision fees and expenses of such firm the Independent Auditor shall be final equally shared by Buyers and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different datesSellers. (ec) Within Payment on account of any adjustment to the Purchase Price relating to any Working Capital Deficit shall be made within ten (10) Business Days following a final days after the earlier of the determination of the Final Working Capital Amount ("Final Working Capital Amount")adjustment by the parties under Section 1.6.2(b) above, (ior the Independent Auditor's delivery of its written report under Section 1.6.2(b) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basisabove. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days prior to If, as of the Effective TimeClosing Date, the Company shall inform Acquiror of (i) there is a Working Capital Deficit based on the Company's reasonable good faith estimate of the Working Capital Amount as to be delivered not less than five (5) days prior to the Closing Date, there shall be a Purchase Price and Closing Payment adjustment in favor of the end of Purchaser equal to the most recently available month end period immediately preceding the Effective Time (the "Estimated estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to AcquirorDeficit. (b) At Within sixty (60) days after the Effective TimeClosing Date, Acquiror Purchaser shall pay prepare and deliver to Newco the Controlling Shareholders a balance sheet as of the Closing Date prepared in immediately available funds accordance with GAAP applied consistently for all periods and in accordance with the amount, if any, by which past accounting practices of the Estimated Company (the "CLOSING DATE BALANCE SHEET") and a statement setting forth Purchaser's calculation of the Working Capital Amount exceeds $41,000,000 as of the Closing Date based on the Closing Date Balance Sheet (the "WORKING CAPITAL STATEMENT"). If the Controlling Shareholders have any objections to the Closing Date Balance Sheet or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. Statement prepared by Purchaser, they will deliver a detailed statement describing their objections to Purchaser within thirty (c30) As promptly as practicable days after delivery of the Closing Date Balance Sheet and the Working Capital Statement. If the Controlling Shareholders fail to deliver a notice of objection within such thirty (30) day period, the Closing Date Balance Sheet shall become final and binding on all parties. The Controlling Shareholders and Purchaser will use reasonable best efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after the Effective TimeControlling Shareholders have submitted any objections, any remaining matters which are in dispute will be resolved by the Chicago, Illinois office of Deloitte and Touche LLP. Deloitte and Touche LLP will prepare and deliver a written report to both parties and will submit a proposed resolution of such unresolved disputes promptly, but in any event within ninety thirty (9030) days thereafter, Acquiror shall prepare and deliver after the dispute is submitted to Newco a schedule (the "Acquiror Schedule") showing Acquirorsuch accounting firm. Such accounting firm's determination of the Closing Date Balance Sheet and Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall Statement will be final and binding upon Acquiror and Newcoall parties. IfIf such determination results in a Working Capital Deficit, however, Acquiror and Newco are unable then the entire amount (after adjustment to settle such dispute within sixty (60reflect any purchase price adjustment previously made under Section 1.5(a)) days after receipt by Acquiror of such notice of dispute, the dispute Working Capital Deficit shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, satisfied out of the Escrow Account; it being understood between the Shareholders and the Purchaser that Purchaser's sole recourse for such Working Capital Deficit is from the Escrow Account. The decision of such firm Deloitte and Touche LLP shall be final and binding upon Acquiror not subject to appeal. The fees and Newco. All costs incurred in connection with the resolution expenses of said dispute by such independent public accountants, including expenses Deloitte and fees for services rendered, Touche LLP shall be equitably allocated by Deloitte and Touche LLP. Deloitte and Touche LLP shall also verify the Closing Cash and any adjustment thereto shall be either paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination out of the Escrow Account or paid to the Shareholders (or set-off against any Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different datesDeficit). (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two Within thirty (30) days prior to following the Effective TimeClosing Date, Textura, and the Company Member Representative shall inform Acquiror jointly prepare an unaudited statement of (i) the Company's estimate of the Net Working Capital Amount as of the end close of business (Chicago, Illinois time) on the Closing Date (the “Preliminary NWC Statement”), which shall be prepared on a basis consistent with the Sample NWC Calculation and Exhibit B (the “Preliminary NWC”). The parties agrees to consult in good faith and cooperate with each other and their employees regarding the preparation of the most recently Preliminary NWC Statement, including by making their employees available month end period immediately preceding to the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be other as reasonably satisfactory to Acquirorrequested. (b) At If the Effective Timeparties are unable to agree upon the Preliminary NWC Statement within thirty (30) days following the Closing Date because one party believes that (i) the Preliminary NWC Statement was not prepared on a basis consistent with the Sample NWC Calculation, Acquiror shall pay to Newco in immediately available funds (ii) the amountPreliminary NWC Statement contains mathematical errors, if any, by which or (iii) the Estimated calculation of Net Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror was not in immediately available funds accordance with the amount, if any, by which $41,000,000 exceeds the Estimated definition of Net Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newcocontained herein, such notice to include reasonable detail regarding dispute shall be resolved by the basis for the disagreement. (d) Acquiror Independent Accounting Firm, and Newco shall attempt to settle any such disagreement; any such settlement determination shall be final and binding upon Acquiror and Newco. Ifon the parties; provided, however, Acquiror that, unless the Independent Accounting Firm determines that, with respect to the disputed items only, the Preliminary NWC Statement (i) was not prepared on a basis consistent with the Sample NWC Calculation, (ii) contains mathematical errors, or (iii) the calculation of Net Working Capital was not in accordance with the definition of Net Working Capital contained herein, the Preliminary NWC Statement shall be the Final NWC Statement. Any fees and Newco are unable expenses relating to settle such dispute the engagement of the Independent Accounting Firm shall be borne equally by Sellers on one hand and the Company and Textura on the other. The Independent Accounting Firm shall be instructed to use every reasonable commercial effort to perform its services within sixty thirty (6030) days of submission of the Preliminary NWC Statement to it and, in any case, as promptly as practicable after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, submission. The Final NWC Statement and the decision of such firm Final NWC reflected thereon shall then be final prepared by the Company and binding upon Acquiror and Newco. All costs incurred in connection with Textura based on the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different datesIndependent Accounting Firm. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days prior On the Closing Date, the Sellers will deliver to the Effective TimeBuyer a schedule and aging of the then-outstanding accounts receivable ("Closing Date Receivables"), accounts payable ("Closing Date Payables") and accruals to the extent not prorated and adjusted at the Closing (the "Closing Date Accruals") of the Business. On a monthly basis subsequent to the Closing Date, the Company Buyer will provide a reasonably detailed accounting of all collections of Closing Date Receivables made during the preceding month, and all payments made in respect of Closing Date Payables and Closing Date Accruals during such preceding month; and, from and after such time as the aggregate collections in respect of Closing Date Receivables equals the aggregate amount of Closing Date Payables and Closing Date Accruals, any further collections in respect of Closing Date Receivables shall inform Acquiror be deposited by the Buyer into a segregated interest-bearing account, and the balance of funds in such segregated account will be paid over to the Sellers (to an account designated by them) reasonably promptly after each month. All payments received by the Buyer after the Closing Date that are from a customer who also owes accounts receivable that are part of the Closing Date Receivables and are not disputed shall be applied (i) the Company's estimate first to such receivables (be they Closing Date Receivables or other receivables) and in such amounts as designated by such customer at time of payment, (ii) if some portion of the Working Capital Amount payment is not designated to a specific receivable, then such portion shall be applied against the Closing Date Receivables as apply to that customer, and (iii) if the payment has no designation to specific receivables, the entire payment shall be applied against the Closing Date Receivables as apply to that customer until such Closing Date Receivables as apply to that customer are collected in full. On or about that date which is 180 days after the Closing Date, the Buyer and the Sellers will consult with one another in good faith to determine the appropriate treatment of any uncollected or disputed Closing Date Receivables (including any amounts representing contract retainages), with a view to reaching final resolution on the aggregate collectible amount of Closing Date Receivables and the correct aggregate amount of Closing Date Payables and Closing Date Accruals. Any such reconciliation and/or any payment made to the Sellers on the basis thereof shall be without prejudice to the parties' rights in the event that actual collections or liabilities are at variance with such reconciliation and/or payment. In the event that the Sellers and the Buyer cannot agree on the resolution of any disputed Closing Date Receivables prior to the end of the most recently available month end 180-day period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at following the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, then following such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any 180-day period such disagreement; any such settlement disputed Closing Date Receivables shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable assigned to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, Sellers and the decision of such firm Sellers shall thereafter be final free to take whatever lawful action that may be reasonably and binding upon Acquiror and Newco. All costs incurred commercially appropriate under the circumstances in connection with the resolution collection thereof of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different datesreceivables. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days prior to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within Within ninety (90) days thereafterfollowing the Closing Date, Acquiror the Stockholders’ Representatives shall cause to be delivered to Parent an unaudited balance sheet of the Company as of the Closing Date and a calculation of the Balance Sheet Date Working Capital Amount and the Closing Date Working Capital Amount (as defined below) (collectively, the “Working Capital Amounts”). The Stockholders’ Representatives and their authorized representatives shall have reasonable access to all relevant books and records and employees of Surviving Corporation to the extent reasonably required to prepare such calculation. Parent shall then have twenty (20) days following delivery of such balance sheet and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination calculation of the Working Capital Amount Amounts to review, at its expense, such balance sheet and calculation and the Closing Date. If Newco disagrees with the determination set forth workpapers used in the Acquiror Schedule, Newco shall give notice thereof preparation thereof. In the event Parent objects to Acquiror such calculation within sixty twenty (6020) days after following delivery of such balance sheet and calculation by written notice to the Acquiror Schedule to NewcoStockholders’ Representatives (specifying such objections in reasonable detail and the basis therefor within such time period), and in the further event the Stockholders’ Representatives do not agree with such objections, the Stockholders’ Representatives and Parent, within twenty (20) days following such notice to include reasonable detail regarding of objection (the basis for the disagreement. (d) Acquiror and Newco “Resolution Period”), shall attempt to settle resolve their differences, and any such disagreement; resolution by them (evidenced in writing) as to any such settlement disputed amounts shall be final final, binding and binding upon Acquiror and Newcoconclusive. If, however, Acquiror and Newco are unable to settle such If at the conclusion of the Resolution Period any amounts remain in dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, then the amounts so in dispute shall be submitted to an a firm of nationally recognized, independent certified public accountants (the “Neutral Auditors”) selected by the Stockholders’ Representatives and Parent within 10 days after the expiration of the Resolution Period. If the Stockholders’ Representatives and Parent are unable to agree on the Neutral Auditors, then a nationally recognized accounting firm mutually acceptable will be selected by lot from two names submitted by the Stockholders’ Representatives and two names submitted by Parent, none of which shall be engaged by the Stockholders’ Representatives, Parent, or Parent’s affiliates. The Neutral Auditors shall act as an arbitrator to Acquiror determine and Newco for resolutionresolve, based solely on presentations by the Stockholders’ Representatives and Parent, and the decision of such firm not by independent review, only those issues still in dispute. The Neutral Auditors’ determination shall be final made within thirty (30) days of their selection, shall be set forth in a written statement delivered to the Stockholders’ Representatives and Parent and shall be final, binding upon Acquiror and Newcoconclusive. The Stockholders’ Representatives and Parent agree to execute, if requested by the Neutral Auditors, a reasonable engagement letter. All costs incurred in connection with fees and disbursements of the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, Neutral Auditors shall be paid one-half by Acquiror the Stockholders’ Representatives and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have Parent; provided, that if the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination calculation of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within Amounts was materially accurate, Parent shall pay for the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination entire cost of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax BasisNeutral Auditors. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two Promptly following the Closing Date, but in any event within 60 days prior thereof, Purchaser shall deliver to the Effective Time, Sellers a balance sheet for the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end close of business on the Closing Date (the “Preliminary Closing Date Balance Sheet”). The Preliminary Closing Date Balance Sheet shall be prepared in accordance with GAAP and in a manner which is consistent with the historical accounting practices of the most recently available month end period immediately preceding Company and the Effective Time (methodology used in the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation preparation of the Estimated Working Capital Amount shall be reasonably satisfactory Reference Balance Sheet to Acquirorthe extent consistent with GAAP. (b) At Sellers shall have 30 days after delivery of the Effective TimePreliminary Closing Date Balance Sheet by Purchaser to review the same, Acquiror and to propose any adjustments thereto. All adjustments proposed by Sellers shall pay be set out in a written statement delivered to Newco Purchaser (the “Adjustment Statement”) and shall be incorporated into the Preliminary Closing Date Balance Sheet, except for such proposed adjustments to which Purchaser objects within 15 days of delivery thereof to Purchaser. If Purchaser objects to the Adjustment Statement within said 15-day period (the adjustments to which Purchaser objects being referred to herein as the “Contested Adjustments”), Purchaser and Sellers shall make the appropriate adjustments to the Initial Purchase Price (in immediately available funds accordance with Section 2.3(c)) with respect to any uncontested adjustments and shall use reasonable efforts to resolve their dispute regarding the Contested Adjustments. If a final resolution thereof is not reached within ten Business Days of Sellers’ receipt of Purchaser’s objections thereto, Purchaser and Sellers shall make the appropriate adjustments to the Initial Purchase Price (in accordance with Section 2.3(c)) with respect to any Contested Adjustments which are no longer in dispute and either Purchaser or Sellers shall thereafter be entitled to refer any remaining disputes to a nationally recognized accounting firm acceptable to Purchaser and Sellers or in the absence of agreement on the accounting firm, to Xxxxx Xxxxxxxx LLP (the “Independent Accounting Firm”). If an Independent Accounting Firm is retained, each of Purchaser and Sellers shall submit to the Independent Accounting Firm not later than ten Business Days after its appointment, a written statement summarizing its position on the Contested Adjustments, together with such supporting documentation as it deems necessary or as may be requested by the Independent Accounting Firm. The Independent Accounting Firm shall be instructed to render its decision as to the Contested Adjustments based on the terms of this Agreement within 30 days of receipt of the written statements of Purchaser and Sellers. The decision of the Independent Accounting Firm as to the Contested Adjustments shall be final and binding on, and shall not be subject to appeal by Purchaser or Sellers. The Preliminary Closing Date Balance Sheet shall be revised as necessary to reflect the decision of the Independent Accounting Firm, and the other modifications thereto previously agreed by Purchaser and Sellers (the Preliminary Closing Date Balance Sheet, as so adjusted, being referred to herein as the “Final Closing Date Balance Sheet”). The fees and expenses of the Independent Accounting Firm shall be shared equally by Purchaser, on the on hand, and Sellers, on the other hand. (c) The Initial Purchase Price shall be (i) increased on a dollar-for-dollar basis by the amount, if any, by which that the Estimated Net Closing Date Working Capital reflected on the Final Closing Date Balance Sheet exceeds the Base Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds (ii) decreased on a dollar-for-dollar basis by the amount, if any, by which $41,000,000 exceeds that the Estimated Net Closing Date Working Capital reflected on the Final Closing Date Balance Sheet is less than the Base Working Capital Amount. . Purchaser agrees to pay Sellers the amount of any excess determined in accordance with clause (ci) As promptly as practicable above, if any, and Sellers agree to pay Purchaser the amount of any deficiency determined in accordance with clause (ii) above, if any, in each case, within three Business Days after the Effective Time, but Final Closing Date Balance Sheet is finally determined in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Dateaccordance with Section 2.3(b). If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, Said amount shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as with interest at a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount rate equal to such excess plus interest at the Agreed Rate prime rate as published from time to time by Bank of America in the Wall Street Journal from (and including) the Closing Date to the date of payment and through (iibut excluding) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in by means of a wire transfer of immediately available funds promptly upon demand thereforto such bank account designated in writing by Purchaser or Sellers, as the case may be, on or prior to the date which is no later than two Business Days prior to the date on which such payment is due.

Working Capital Adjustment. (a) Two days prior to i. Attached as Exhibit B is the Effective Time, Estimated Closing Statement. If the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation amount of the Estimated Working Capital Amount shown on the Estimated Closing Statement does not equal the Target Working Capital, then the Purchase Price shall be reasonably satisfactory to Acquiror. (b) At reduced by the Effective Time, Acquiror shall pay to Newco in immediately available funds amount of the amountEstimated Working Capital Deficit, if any, or increased by which the amount of the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amountSurplus, if any, by which $41,000,000 exceeds . Such adjustments to the Purchase Price pursuant to this Section 3.3(a)(i) shall be referred to herein collectively as the “Estimated Working Capital AmountClosing Adjustment.” (c) As promptly as practicable after the Effective Time, but in any event within ii. Within ninety (90) days thereafterfollowing the Closing Date, Acquiror Buyer shall prepare and deliver to Newco Seller a Closing Statement, which shall set forth the Closing Working Capital as of the Closing (the “Closing Statement”), and a schedule based upon the Closing Statement setting forth, in reasonable detail, any adjustments to the Estimated Working Capital Adjustment (the "Acquiror Schedule"aggregate amount of such adjustments, collectively, the “Closing Adjustment”). Seller shall assist Buyer in the preparation of the Closing Statement if requested by Buyer. The Closing Statement shall be prepared consistent with the preparation of the Estimated Closing Statement. For purposes of the Estimated Closing Statement and the Closing Statement, each of the Acquired Assets identified on Schedule 2.1(a) showing Acquiror's shall have the value corresponding to such amount on Schedule 2.1(a). iii. Seller shall have a period of thirty (30) days after receipt of the Closing Statement to notify Buyer of Seller’s election to accept or reject the Closing Statement. During such period, Buyer shall provide Seller and its agents and representatives with reasonable access, during normal business hours, to the books, records and other information relied upon by Buyer in preparing the Closing Statement. In the event Seller rejects the Closing Statement as prepared by Buyer, such rejection notice must contain the reasons for such rejection in reasonable detail and must set forth the amount of the requested adjustment. In the event no notice is received by Buyer during such thirty (30) day period, the Closing Statement and any required adjustments resulting therefrom shall be deemed accepted by Seller and final and binding on the parties hereto. In the event that Seller shall timely reject the Closing Statement, Buyer and Seller shall promptly (and in any event within thirty (30) days following the date upon which Buyer received notice from Seller rejecting the Closing Statement) attempt to make a joint determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the Adjustment and such determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement required adjustments resulting therefrom shall be final and binding upon Acquiror on the parties hereto. iv. In the event Seller and Newco. If, however, Acquiror and Newco Buyer are unable to settle agree upon the Closing Adjustment within one hundred fifty (150) days from the Closing Date, then within one hundred sixty (160) days from the Closing Date, Buyer and Seller shall submit such dispute within sixty (60) days after receipt by Acquiror of for resolution to the Independent Accounting Firm. In resolving such notice of dispute, the Independent Accounting Firm shall not assign a value to the Closing Adjustment that is greater than the highest or less than the lowest calculation thereof proposed by Buyer in the Closing Statement and Seller in the dispute notice. Buyer and Seller shall be submitted request that the Independent Accounting Firm render its determination of the Closing Adjustment prior to an independent certified public accounting firm mutually acceptable to Acquiror the expiration of two hundred twenty (220) days from the Closing Date and Newco for resolution, such determination and the decision of such firm any required adjustments resulting therefrom shall be final and binding on all the parties hereto. The fees and expenses of the Independent Accounting Firm shall be allocated between and paid by Buyer and/or Seller, respectively, based upon Acquiror and Newco. All costs incurred the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Accounting Firm. v. If the Closing Adjustment, as finally determined in connection accordance with the resolution provisions of said dispute by such independent public accountantsthis Section 3.3(a), including expenses and fees for services renderedis in Buyer’s favor, the amount thereof shall be paid one-half as an adjustment to the Purchase Price by Acquiror and one-half Seller to Buyer by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved wire transfer in immediately available funds within ninety seven (907) days after such dispute is submitted to said independent public accountantsdetermination. The final determination If the Closing Adjustment, as finally determined in accordance with the provisions of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"Section 3.3(a), (i) if is in Seller’s favor, the Final Working Capital Amount exceeds amount thereof shall be paid as an adjustment to the Estimated Working Capital Amount, then Acquiror will pay Purchase Price by Buyer to Newco Seller by wire transfer in immediately available funds an amount equal to within seven (7) days after such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basisdetermination. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days Not later than the thirtieth (30th) day immediately following the Closing Date, Buyer shall prepare and deliver to the Stockholder Representative a calculation (the “Closing Working Capital”) of the Working Capital of the Company as of immediately prior to the Effective TimeTime (such statement, the Company shall inform Acquiror of (i) “Closing Statement”), prepared from the Company's estimate books and records of the Working Capital Amount as Company and calculated in accordance with the Accounting Principles, including those set forth in Schedule 2.6(a). Buyer shall make the work papers, backup materials, and books and records used in preparing the Closing Statement available to the Stockholder Representative, his accountants and legal counsel at reasonable times and upon prior notice following the delivery of the end of Closing Statement by the most recently available month end period immediately preceding Buyer to the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to AcquirorStockholder Representative. (b) At If the Effective Time, Acquiror shall pay to Newco in immediately available funds Stockholder Representative disagrees with the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at as shown on the Closing Date. If Newco disagrees with Statement, the determination set forth Stockholder Representative shall notify Buyer in the Acquiror Schedule, Newco shall give notice thereof to Acquiror writing (a “Protest Notice”) of such disagreement within sixty thirty (6030) days after delivery of the Acquiror Schedule Closing Statement, which Protest Notice shall describe the nature of any such disagreement in reasonable detail, identify the specific items involved and the dollar amount of each such disagreement, and provide, to Newcothe extent available to the Stockholder Representative, supporting documentation for each such notice disagreement; provided, however, that failure to include reasonable detail so provide, or the partial provision of, supporting documentation shall, in no way, have any effect on the validity of the Protest Notice. (c) If the Stockholder Representative timely delivers a Protest Notice to Buyer, Buyer and the Stockholder Representative shall attempt to resolve any such objections within fifteen (15) days after delivery by the Stockholder Representative of the Protest Notice. If the parties are unable to resolve all disagreements identified by the Stockholder Representative within fifteen (15) days after delivery to Buyer of the Protest Notice, then Buyer and the Stockholder Representative shall each submit the name of an accounting firm that is nationally recognized in the United States and has not in the prior two years provided services to either Buyer, the Stockholder Representative, the Company or their respective Affiliates, and one firm shall be selected by lot (i.e., at random) from these two firms (the firm selected, the “Accounting Arbitrator”). Each of the parties to this Agreement shall, and shall cause their respective Affiliates and representatives to, provide full cooperation to the Accounting Arbitrator. The Accounting Arbitrator shall (i) act in its capacity as expert and not as an arbitrator, (ii) for purposes of this Section 2.6, review only those items and amounts set forth in the Closing Statement as to which there is a dispute between the Company and Buyer, (iii) for purposes of this Section 2.6, be instructed that the scope of the disputes to be resolved by the Accounting Arbitrator shall be limited to whether the calculation of the Closing Working Capital was done in accordance with the Accounting Principles or whether there were any mathematical errors in the calculation of the Closing Working Capital, and that the Accounting Arbitrator is not to make any other determination, and (iv) be instructed to reach its conclusions regarding any such dispute between the basis Company and Buyer within thirty (30) days after its appointment and to provide a reasonably detailed written explanation of its decision with respect to each disputed item. In the event that Buyer or the Company submits any dispute under the process set forth in this Section 2.6, each such party may submit materials to the Accounting Arbitrator, with a copy to the non-submitting party, setting forth the position of such submitting party with respect to such dispute, to be considered by such Accounting Arbitrator as it deems fit; provided, however, that the Accounting Arbitrator shall not delay or extend the thirty-day period for it to reach its conclusions and to provide a written explanation of its decision. The determination of the disagreementAccounting Arbitrator shall be final and binding on the parties and shall be deemed a final arbitration award that is enforceable pursuant to all terms of the Federal Arbitration Act, 9 U.S.C. Sec. 1 et seq. Any expenses relating to the engagement of the Accounting Arbitrator shall be shared equally by the Stockholders and Buyer and, with respect to the portion to be paid by the Stockholders, shall be paid for out of the Escrow Fund. (d) Acquiror If the Stockholder Representative does not deliver the Protest Notice within the thirty (30) day period specified in Section 2.6(b) above, the Closing Statement, together with Buyer's calculation of the Closing Working Capital reflected thereon, shall be deemed to have been accepted by all of the parties to this Agreement and Newco the Stockholders and shall attempt become the “Final Closing Statement.” In the event that the Stockholder Representative delivers a Protest Notice in accordance with the provisions above and Buyer and the Stockholder Representative are able to settle any resolve such disagreement; any dispute by mutual agreement, the Closing Statement, together with Buyer's calculation of Closing Working Capital reflected thereon, to the extent modified by mutual agreement of such settlement parties, shall be deemed to have been accepted by all of the parties to this Agreement and the Stockholders and shall become the “Final Closing Statement.” In the event that the Stockholder Representative delivers a Protest Notice in accordance with the provisions above and Buyer and the Stockholder Representative are unable to resolve such dispute by mutual agreement, the determination of the Accounting Arbitrator shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, on the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, parties and the decision Closing Statement, together with Buyer's calculation of such firm shall be final and binding upon Acquiror and Newco. All costs incurred Closing Working Capital reflected thereon, in connection with each case to the resolution of said dispute extent modified by such independent public accountants, including expenses and fees for services renderedthe Accounting Arbitrator, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts deemed to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination been accepted by all of the parties to this Agreement and the Stockholders and shall become the “Final Closing Statement.” The calculation of Closing Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of reflected on any such disagreement, or a determination by an accounting firm selected pursuant Final Closing Statement shall be conclusive and binding on all of the parties to this paragraph to resolve any disagreement among Agreement and the parties) may occur on different datesStockholders and no further adjustments shall be made thereto. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it amount of the Closing Working Capital as reflected on the Final Closing Statement is determined less than the Estimated Working Capital, then Buyer shall direct the Escrow Agent in writing to release to Buyer from the Escrow Fund (without regard to the Basket Amount) such portion of the Initial Escrow Amount with an aggregate Buyer Common Stock Price equal to the amount of the shortfall (the “Working Capital Shortfall”). To the extent that the Company shall have failed to pay or provide for full amount of the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount Initial Escrow Amount is not delivered to the Surviving Corporation Buyer in immediately available funds promptly upon demand thereforaccordance with the preceding sentence, the balance thereof shall be delivered to the Stockholder Representative for distribution to the Stockholders.

Working Capital Adjustment. (a) Two days In the event that the Working Capital of the Acquired Companies as of the close of business on the Closing Date is less than two hundred million euros (€200,000,000), then the Deductible Amount and/or the Purchase Price shall be decreased by an aggregate amount equal to such deficiency (the “Working Capital Adjustment”). If the Working Capital of the Acquired Companies as of the close of business on the Closing Date is equal to, or more than two hundred million euros (€200,000,000), the Working Capital Adjustment shall be equal to zero and the Deductible Amount and the Purchase Price shall not be adjusted pursuant to this Section 2.4. (b) The Parent delivered to the Purchaser Parties no later than the close of business, New York time one day prior to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate date hereof a certificate signed by a senior officer of the Parent setting forth in good faith the amount of the estimated Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time Adjustment, if any (the "“Estimated Working Capital Adjustment”), which certificate specified each separate component of, and the calculation made to derive, the Estimated Working Capital Adjustment. On the Closing Date, the then outstanding Deductible Amount shall be decreased by an amount equal to the Estimated Working Capital Adjustment, if the Estimated Working Capital Adjustment results in a decrease to Deductible Amount and/or the Purchase Price pursuant to Section 2.4(a); provided that in the event that the Estimated Working Capital Adjustment exceeds such then outstanding Deductible Amount") , then the entire Deductible Amount shall be reduced to zero and (ii) in addition, the Company's basis for such estimates. The calculation Purchase Price payable by the Purchaser Parties at the Closing shall be reduced by an amount equal to the excess of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Adjustment over such then outstanding Deductible Amount. (c) As promptly as practicable after following the Effective Time, Closing but in any no event within ninety (90) later than 60 days thereafter, Acquiror CMB SAS shall prepare and deliver to Newco the Parent a schedule statement (the "Acquiror Schedule"“Statement of Adjustment”) showing Acquiror's determination (i) containing a certificate signed by a senior officer of CMB SAS setting forth in good faith the amount of the Working Capital Amount at Adjustment, if any (the Closing Date. If Newco disagrees with “Proposed Working Capital Adjustment”), which shall specify each separate component of, and the determination set forth in calculation made to derive, the Acquiror ScheduleProposed Working Capital Adjustment, Newco shall give notice thereof and (ii) indicating the amount of each adjustment to Acquiror within sixty be made to the Estimated Working Capital Adjustment (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreementif any). (d) Acquiror Upon receipt of the Statement of Adjustment, the Parent shall have the right during the succeeding 60-day period (the “Review Period”) to examine the Statement of Adjustment in accordance with Section 2.5. If the Parent objects to the amount of the Proposed Working Capital Adjustment set forth in the Statement of Adjustment or the method of the calculation thereof, it shall so notify CMB SAS in writing (such notice, a “Dispute Notice”) on or before the last day of the Review Period, setting forth a specific description of its objection and Newco shall attempt the amount and method of calculation of the adjustment(s) to settle any such disagreement; any such settlement the Proposed Working Capital Adjustment which the Parent believes should be made. If no Dispute Notice is delivered within the Review Period, the Statement of Adjustment, including the amount and calculation of the Proposed Working Capital Adjustment set forth therein, shall be final deemed to have been accepted and shall be binding upon Acquiror on the Parties, and Newco. If, however, Acquiror and Newco are unable the Proposed Working Capital Adjustment shall be deemed to settle such dispute be the Working Capital Adjustment for all purposes under this Agreement. (e) If a Dispute Notice is delivered within sixty (60) days after receipt by Acquiror of such notice of disputethe Review Period, the dispute Parent and CMB SAS shall use reasonable efforts to resolve in good faith their differences and agree upon any amendments to the Statement of Adjustment within 30 days of receipt of the Dispute Notice by CMB SAS. Any items referred to in the Dispute Notice which are not resolved by the mutual agreement of the CMB SAS and the Parent within such 30-day period (the “Disputed Items”) shall be submitted for resolution to an internationally recognized independent certified public accounting firm that shall be mutually acceptable to Acquiror the Parent and Newco for resolutionCMB SAS (the “Auditor”). If, within 10 days after the expiration of such 30-day period, the Parent and CMB SAS shall not have succeeded in appointing an Auditor which shall have accepted to perform its mission, either Party shall be entitled to request the designation of an Auditor by the American Arbitration Association. The Parent and CMB SAS shall immediately notify the Auditor of any unresolved Disputed Items and instruct Auditor to limit its examination to any such unresolved Dispute Items and resolve such unresolved Disputed Items, and to notify the decision Parent and CMB SAS in writing of (i) its decisions regarding the unresolved Disputed Items and (ii) after taking such firm decisions into account, the final Working Capital Adjustment and the final adjustment(s), if any, to the Proposed Working Capital Adjustment. The Parties shall instruct the Auditor to deliver such notification within 30 days after receiving notice of the unresolved Disputed Items. The Parties shall respond promptly to any reasonable request for information of the Auditor, and shall be final authorized to provide the Auditor with any oral or written statements, explanations or information regarding the unresolved Disputed Items, provided that a Party shall receive timely any written material prepared by the other Party and provided by such Party to the Auditor to support such statements, explanations or information. Absent manifest error, the decisions of the Auditor shall be final, conclusive and binding upon Acquiror the Parties, which shall not have the right to appeal any such decisions. The fees and Newco. All costs incurred expenses charged by the Auditor in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, its mission hereunder shall be paid one-half borne equally by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety Parties. (90f) days after such dispute is submitted to said independent public accountants. The After the final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected Adjustment pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates.Section 2.4, as provided in Section 2.4(g): (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final final Working Capital Adjustment results in no decrease of the Deductible Amount exceeds or the Purchase Price pursuant to Section 2.4(a), and the Estimated Working Capital Amountled to no downward adjustment to the Deductible Amount or the Purchase Price, then Acquiror will pay the Deductible Amount and the Purchase Price shall not be adjusted pursuant to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and this Section 2.4; (ii) if the final Working Capital Adjustment results in no decrease of the Deductible Amount or the Purchase Price pursuant to Section 2.4(a), and the Estimated Working Capital led to a downward adjustment to the Deductible Amount, (A) the Deductible Amount exceeds shall be increased by any amounts by which it shall have been previously decreased pursuant to Section 2.4(b), and (B) each Purchaser Party shall pay to the Final Parent an amount in cash equal to any amounts by which the Purchase Price payable by such Purchaser Party at the Closing shall have been previously reduced pursuant to Section 2.4(b). (iii) if the final Working Capital AmountAdjustment results in a decrease of the Deductible Amount and/or the Purchase Price pursuant to Section 2.4(a), Newco will and the Estimated Working Capital led to a downward adjustment to the Deductible Amount and/or the Purchase Price pursuant to Section 2.4(b) by an aggregate amount in excess of the final Working Capital Adjustment (such excess, the “Working Capital Surplus”), (A) if the Purchase Price payable by a Purchaser Party at the Closing shall have been previously reduced pursuant to Section 2.4(b), such Purchaser Party shall pay to Acquiror the Parent an amount in cash equal to the lesser of (x) such amounts by which the Purchase Price payable by such Purchaser Party shall have been so reduced pursuant to Section 2.4(b), and (y) the Working Capital Surplus; and (B) the Deductible Amount shall be increased by the lesser of (x) any amounts by which it has been previously decreased pursuant to Section 2.4(b), and (y) the excess (if any) of the Working Capital Surplus over the sum of any amounts of Working Capital Surplus paid in cash by the Purchaser Parties pursuant to the immediately available funds preceding clause (A); and (iv) if the final Working Capital Adjustment results in a decrease of the Deductible Amount and/or the Purchase Price pursuant to Section 2.4(a), and the Estimated Working Capital led to a downward adjustment to the Deductible Amount and/or the Purchase Price pursuant to Section 2.4(b) by an aggregate amount equal to, or lower than the final Working Capital Adjustment (such deficiency, the “Working Capital Deficiency”), (A) the then outstanding Deductible Amount shall be decreased by an amount equal to the Working Capital Deficiency, provided that in the event that the Working Capital Deficiency exceeds such then outstanding Deductible Amount, then the entire Deductible Amount shall be reduced to zero and in addition, the Purchase Price shall be reduced by an amount equal to the excess plus interest of the Working Capital Deficiency over such then outstanding Deductible Amount, in the form of payment by the Parent to the Purchaser Parties in cash of an amount equal to the excess of the Working Capital Deficiency over such then outstanding Deductible Amount. (g) Any amount required to be paid in cash to a Purchaser Party or to the Parent pursuant to paragraph (f) of this Section 2.4 shall be paid within five Business Days of the final determination of the Working Capital Adjustment by wire transfer of immediately available funds to the bank account(s) designated by the Parent or such Purchaser Party, as applicable, at least three Business Days prior to the Agreed Rate from due date. Any adjustment to the Closing Date Deductible Amount pursuant to paragraph (f) of this Section 2.4 shall become effective on the Business Day following the date of payment. Any such payments shall be made on an After-Tax Basisthe final determination of the Working Capital Adjustment pursuant to this Section 2.4. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days At least two Business Days prior to the Effective TimeClosing Date, the Company Sellers shall inform Acquiror of (i) provide Purchaser with the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The Pre-Closing Balance Sheet, together with a calculation of the Estimated Closing Working Capital Amount Adjustment Amount. On the Closing Date, the Sellers shall be reasonably satisfactory pay to Acquirorthe Purchaser, in cash, an amount equal to the Closing Working Capital Adjustment Amount. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly soon as practicable possible after the Effective TimeClosing Date, but in any no event within ninety (90) later than 60 days thereafterafter the Closing Date, Acquiror the Purchaser shall prepare and deliver to Newco the Sellers the Closing Balance Sheet together with a schedule calculation of the Final Working Capital Adjustment Amount, and the Preliminary Bonus Schedule. The Sellers shall have 30 days to review the Closing Balance Sheet and the calculation of the Final Working Capital Adjustment Amount and to deliver a written notice (the "Acquiror Schedule"“Dispute Notice”) showing Acquiror's determination of any disagreements specifying in reasonable detail the Working Capital Amount at the Closing Datenature and extent of such disagreement. If Newco disagrees with the determination set forth in the Acquiror Scheduleno Dispute Notice is delivered within such period, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement Purchaser’s calculation shall be final deemed accepted by the Sellers. If the Sellers and binding upon Acquiror and Newco. If, however, Acquiror and Newco the Purchaser are unable to settle resolve any such dispute disagreement within sixty (60) days after 10 Business Days of the Purchaser’s receipt by Acquiror of such notice of disputethe Dispute Notice, the dispute items of disagreement shall be submitted referred for final determination to an independent certified public accounting firm mutually acceptable of national reputation (the “Independent Accountant”) reasonably agreed to Acquiror and Newco for resolution, by the Purchaser and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountantsSellers. The final determination of the Working Capital Amount (whether as Independent Accountant shall make a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Adjustment Amount within 20 Business Days following appointment by the Purchaser and the Sellers and such determination shall be binding on the parties. ("Final Working Capital Amount")c) The Sellers shall pay the Purchaser an amount, (i) if in cash, equal to the Final Working Capital Amount exceeds Adjustment Amount, if positive, or the Estimated Purchaser shall pay the Sellers an amount in cash equal to the Final Working Capital Adjustment Amount (up to a maximum amount equal to the Closing Working Capital Adjustment Amount), if negative, following the determination of such amount pursuant to clause (b) hereof. (d) On April 15, 2004, Purchaser will deliver to the Sellers a schedule of all bonuses paid by Purchaser for services performed during the 2003 calendar year (which bonuses in the aggregate shall be referred to herein as the “2004 Bonus Amount”) to its employees who were employed by the Sellers (or any Target Subsidiary) immediately prior to the Closing (each, an “Eligible Employee”). If the 2004 Bonus Amount is less than the amount set forth under the “Accrued Bonuses” line item on the Closing Balance Sheet, on an annualized basis, then Acquiror will Purchaser shall pay to Newco in immediately available funds Sellers on April 15, 2004, an amount equal to such excess plus interest at the Agreed Rate product of (i) the difference of (A) the amount set forth under the “Accrued Bonuses” line item on the Closing Balance Sheet, minus (B) Table of Contents the 2004 Bonus Amount; multiplied by (ii) a percentage equal to the percentage relationship that the number of days from January 1, 2003 to the Closing Date bears to 365, expressed as a decimal; provided that such payment shall not exceed the date net amount paid, if any, by Sellers to Purchaser as part of payment and (ii) if the Estimated Closing Working Capital Adjustment Amount exceeds and the Final Working Capital Adjustment Amount. If the Sellers dispute the 2004 Bonus Amount, Newco will pay to Acquiror the dispute resolution procedures set forth in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date clause (b) of payment. Any such payments this Section 1.3 shall be made on an After-Tax Basisapply. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two days prior to the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount As soon as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Timepracticable, but in any no event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within later than ninety (90) days after the Closing, the Holders shall cause to be prepared and delivered to Buyer the Closing Date Balance Sheet which shall reflect the Net Current Assets as of the close of business on the Closing Date (the "Actual Net Current Assets"). The Closing Date Balance Sheet and the Actual Net Current Assets reflected thereon shall be determined in accordance and consistently with the Agreed Procedure, and the Closing Date Balance Sheet shall be accompanied by an audit opinion thereon of the independent auditor for The Xxxx Group of Companies, Rainer & Company ("Rainer") to the effect that such Closing Date Balance Sheet and the Actual Net Current Assets reflected thereon were prepared in accordance with GAAP (based on the rules of GAAP in effect at the time the Acquisition Date Balance Sheet was prepared, without regard to any changes in GAAP made or taking effect after such time ("Balance Sheet GAAP")) and with additional schedules showing adjustments required by the Agreed Procedure. After the Closing, Buyer shall make available to the Holders and Rainer, at no expense to the Holders, such of the facilities, books, records and personnel of Buyer as are reasonably requested by the Holders and Rainer in connection with the preparation of the Closing Date Balance Sheet and the Actual Net Current Assets. The Holders and Rainer shall make available to Buyer and its independent auditor, at no expense to Buyer, copies of all work papers, books and records used in the preparation and audit of the Closing Date Balance Sheet. In the event Buyer disputes that the Actual Net Current Assets reflected thereon were determined in accordance with the Agreed Procedure, Buyer shall, within thirty days after delivery of the Closing Date Balance Sheet, deliver a notice to the Holder Representative (the "Dispute Notice") setting forth in reasonable detail the basis of such dispute. If the Dispute Notice is not delivered within such thirty day period, then the Closing Date Balance Sheet and the Actual Net Current Assets reflected on the Closing Date Balance Sheet, as so determined by the Holder Representative and Rainer, shall be the "Final Net Current Assets". In the event that the Dispute Notice is delivered within such period, Buyer and the Holder Representative shall have a period of 20 days to resolve such dispute is submitted by mutual agreement. If Buyer and the Holder Representative are able to said independent public accountantsresolve their dispute by mutual agreement, the "Final Net Current Assets" shall be the amounts agreed to by the parties. In the event Buyer and the Holder Representative are unable to resolve their dispute within such 20 day period, upon demand of either Buyer or the Holder Representative at any time during a 45 day period thereafter, the parties shall refer such dispute to the Philadelphia, Pennsylvania office of PricewaterhouseCoopers LLP who shall act as the Reviewing Accountant to review the portions of the Actual Net Current Assets which are subject to dispute. The final parties shall, and shall instruct their respective accountants to, make available to the Reviewing Accountant all work papers and all other information and material in their possession as is requested by the Reviewing Accountant that relates to the items of Actual Net Current Assets in dispute. The Reviewing Accountant shall be instructed by the parties to use its best efforts to deliver its determination to the parties as promptly as practicable after submission of the dispute to the Reviewing Accountant. The determination of the Working Capital Amount Reviewing Accountant shall be final and binding on the parties (whether absent manifest error); and the Actual Net Current Assets reflected on the Closing Date Balance Sheet as a result determined by the Holder Representative and as modified (if at all) by agreement of Newco's failing to give notice Buyer and the Holder Representative or by the Reviewing Accountant in accordance with this Section 2.03A. shall be the "Final Net Current Assets". Each party shall bear its own expenses and the fees and expenses of Newco's disagreement its own representatives and experts, including its independent accountants, in connection with Acquiror's determination within the time period prescribed abovepreparation, a resolution by Acquiror review, dispute (if any) and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount Net Current Assets. The parties shall share the costs, expenses and fees of the Reviewing Accountant in inverse proportion to the extent to which their respective' positions are sustained to a maximum of 100% for such party. For example, if the Holders assert that the dollar amount of inventories, if any, should be $1,000,000 and Buyer asserts it should be $800,000, and the Reviewing Accountant determines it to be $950,000, then the Holder's position would have been 75% sustained (i.e., 75% of the $200,000 in dispute was resolved in favor of the Holder's position) and the Holders would bear 25% and the Buyer would bear 75% (i.e., an inverse proportion) of the costs, expenses and fees of the Reviewing Accountant. Within ten days of the first to occur of (x) the expiration of the thirty day period from the delivery by the Holder Representative to Buyer of the Closing Date Balance Sheet and during which thirty day period Buyer does not deliver the Dispute Notice to the Holder Representative hereunder; or (y) the resolution by mutual agreement of Buyer and the Holder Representative of all disputes regarding the Actual Net Current Assets; or (z) the delivery by the Reviewing Accountant of its determination as to all portions of the Actual Net Current Assets in dispute, if the Final Net Current Assets exceeds $13,016,000 (the "Final Working Capital AmountPositive Adjustment"), then Buyer shall pay to the Holder Representative the amount by which the Final Positive Adjustment exceeds $3,751,818 which amount shall be treated as an adjustment to the Purchase Price, such amount to be paid 47% as a credit in connection with the amounts paid to MEP Participants pursuant to Section0B. hereof with the balance paid in cash within five (i5) days after such determination; and the Holders shall pay to Buyer the amount by which $3,751,818 exceeds the Final Positive Adjustment within five (5) days after such determination, which amount shall be treated as an adjustment to the Purchase Price. if the Final Working Capital Amount exceeds the Estimated Working Capital AmountNet Current Assets are less than $13,016,000, then Acquiror will Holders shall pay to Newco in immediately available funds Buyer an amount equal to the sum of (x) the amount of such excess shortfall, plus interest at (y) the Agreed Rate from amount of the Closing Final Positive Adjustment, which amount shall be treated as an adjustment to the Purchase Price. Adjustments for Approved Capital Expenditures. Since the date of the Acquisition Date Balance Sheet and prior to the date of execution of this Agreement, The Xxxx Group of Companies have made certain capital expenditures, which aggregate $650,000, that the Buyer has agreed shall be added to the Cash Amount as an adjustment to the Purchase Price. Such capital expenditures for which Buyer has agreed to increase the Cash Amount total $650,000 are set forth on Schedule 2.03B. hereto under the caption "Approved Capital Expenditure Amounts." The Approved Capital Expenditure Amounts shall be paid by Buyer to the Holder Representative for the benefit of the Holders at Closing. Such payment shall be treated as an adjustment to the Purchase Price. Adjustments to Deferred Portion of Purchase Price. Sections 12.02 and (ii) if 12.03 of this Agreement sets forth the Estimated Working Capital Amount exceeds terms and conditions upon which the Final Working Capital AmountParties have agreed to indemnify one another for certain breaches of representations, Newco will warranties and covenants made in this Agreement. In the case of the Holders, certain payments of indemnity are reflected as a decrease in the amount of the Deferred Portion of the Purchase Price and therefore as an adjustment to the Purchase Price. MEP Payments. At Closing, Xxxx Group, Inc. shall pay to Acquiror the Holder Representative on behalf of the participants (the "MEP Participants") of the Management Equity Plan (the "MEP") the sum of $13,282,903 to be allocable to each participant in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from pre-tax withholding percentage shown opposite the Closing Date MEP Participant's name on Exhibit D. If a payment is due to the date Holder Representative pursuant to Section 2.04A of payment. Any such payments this Agreement, the amount otherwise due to the Holder Representative on behalf of the Holders shall be made on an Afterreduced by forty-Tax Basis. seven percent (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b47%) and the Surviving Corporation makes amount of such payment, Newco reduction shall promptly pay such amount (subject to applicable withholding) be paid to the Surviving Corporation Holder Representative for the benefit of the MEP Participants, in immediately available funds promptly upon demand therefor.the pre-tax withholding percentage set forth opposite the MEP Participant's name on Exhibit D at the same time and in the same manner as the payment is made to the Holder Representative under Section 2.04A.

Working Capital Adjustment. (a) Two days At least three Business Days prior to the Effective Time, Closing Date the Company Vendor shall inform Acquiror of (i) deliver to the Company's Purchaser a statement summarizing its estimate of the Working Capital Amount as of Assets and the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") Liabilities and (ii) the Company's basis for such estimates. The its calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (cb) As promptly as practicable after On or before the Effective Timesixtieth day following the Closing Date, but in any event within ninety (90) days thereafter, Acquiror the Vendor shall prepare calculate the Actual Working Capital Amount and shall deliver to Newco the Purchaser a schedule statement of the Actual Working Capital Amount (the "Acquiror ScheduleWorking Capital Statement"). (c) showing Acquiror's determination The Purchaser shall have a period of thirty days from the date it receives the Working Capital Amount at Statement in which to review the Closing Datesame. If Newco disagrees with no objection to the determination set forth in Working Capital Statement is given to the Acquiror ScheduleVendor by the Purchaser within such thirty day period, Newco the Working Capital Statement shall give notice thereof be deemed to Acquiror within sixty (60) days after delivery have been approved as of the Acquiror Schedule to Newco, last day of such notice to include reasonable detail regarding the basis for the disagreementthirty day period. (d) Acquiror and Newco shall If the Purchaser objects to the Working Capital Statement within such thirty day period by giving notice to the Vendor setting out in reasonable detail the nature of such objection, the Parties agree to attempt to settle any resolve the matters in dispute within fifteen days from the date the Purchaser gives such disagreement; any such settlement notice to the Vendor. If all matters in dispute are resolved by the Parties, the Working Capital Statement shall be final modified to the extent required to give effect to such resolution and binding upon Acquiror and Newcoshall be deemed to have been approved as of the date of such resolution. If, however, Acquiror and Newco are unable to settle such If the Parties cannot resolve all matters in dispute within sixty (60) days after receipt by Acquiror of such notice of disputefifteen day period, the dispute all unresolved matters shall be submitted to an independent certified public accounting firm auditor mutually acceptable to Acquiror and Newco both Parties (the "Arbitrator") for resolution, and the decision Arbitrator shall be given access to all materials and information reasonably requested by it for such purpose. The rules and procedures to be followed in the arbitration proceedings shall be determined by the Arbitrator in its discretion. The Arbitrator's determination of all such firm matters shall be final and binding upon Acquiror on both Parties and Newcoshall not be subject to appeal by either Party. All costs incurred in connection with The fees and expenses of the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, Arbitrator shall be paid one-half borne equally by Acquiror the Vendor and one-half by Newcothe Purchaser. Acquiror The Working Capital Statement shall be modified to the extent required to give effect to the Arbitrator's determination and Newco shall use reasonable efforts be deemed to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination been approved as of the Working Capital Amount (whether as a result date of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different datesdetermination. (e) Within ten (10) two Business Days following a final determination of after the Final Working Capital Amount ("Final Working Capital Amount"), Statement is deemed to have been approved in accordance with this section 3.3: (i) if the Final Actual Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will the Purchaser shall pay to Newco in immediately available funds the Vendor an amount equal to such excess plus excess, together with interest thereon at the Agreed Prime Rate from the date following the Closing Date to but excluding the date of payment and payment, on account of an adjustment to the Closing Date Amount, and (ii) if the Estimated Actual Working Capital Amount exceeds is less than the Final Estimated Working Capital Amount, Newco will the Vendor shall pay to Acquiror in immediately available funds the Purchaser an amount equal to such excess plus excess, together with interest thereon at the Agreed Prime Rate from the date following the Closing Date to but excluding the date of payment. Any such payments shall be made payment on account of an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount adjustment to the Surviving Corporation in immediately available funds promptly upon demand thereforClosing Date Amount.

Working Capital Adjustment. (a) Two days prior The Purchase Price shall be adjusted based on the change in Working Capital (as defined below) from March 31, 1997 to the Effective TimeClosing Date (the "Working Capital Adjustment"). If the Working Capital Adjustment is positive, then the Company Purchase Price shall inform Acquiror of (i) be increased by the Company's estimate amount of the Working Capital Amount as Adjustment. If the Working Capital Adjustment is negative, then the Purchase Price shall be reduced by the amount of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) Adjustment. Notwithstanding the Company's basis for such estimates. The calculation of foregoing, the Estimated Purchase Price shall be reduced only to the extent that any negative Working Capital Amount shall be reasonably satisfactory to AcquirorAdjustment is greater than Two Hundred Fifty Thousand Dollars ($250,000.00). (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Timepossible, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery the Closing, Purchaser will deliver to Airlog a schedule setting forth the calculation of the Acquiror Schedule to NewcoWorking Capital Adjustment (the "Adjustment Schedule"), together with the written report of Purchaser's independent certified public accountants, stating that, in their opinion, such notice schedule fairly states the Working Capital Adjustment in accordance with the provisions of this Agreement. Airlog and its independent certified public accountants, shall have the right to include reasonable detail regarding observe and comment upon the basis for preparation of such schedule, including the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement taking of a physical inventory, which physical inventory shall be final taken at Purchaser's expense on the Closing Date. Within thirty (30) days after receipt of the Adjustment Schedule by Airlog, Airlog may notify Purchaser in writing that such schedule does not fairly state the Working Capital Adjustment in accordance with the provisions of this Agreement, setting forth in full the respects in which it fails to do so and binding upon Acquiror the reasons for reaching that conclusion. In the event that Purchaser and Newco. If, however, Acquiror and Newco Airlog are unable to settle such resolve any dispute so raised within sixty (60) days after receipt of the Adjustment Schedule by Acquiror Airlog, they shall appoint an independent "big six" accounting firm acceptable to both of them, whose expenses will be shared equally by Sellers, on the one hand, and Purchaser, on the other hand. Such accounting firm shall as promptly as possible determine whether the Adjustment Schedule fairly states, in accordance with the provisions of this Agreement, the values of the items as to which Airlog has taken issue and, if such firm concludes that it does not do so with respect to any of such notice of disputeitems, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of value which in such firm firm's opinion does so shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountantsdispositive. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within Adjustment by such third firm shall be conclusive and binding on the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different datesparties hereto. (ec) Within ten five (105) Business Days following a final determination days after receipt of the Final report by such accounting firm or the settlement of any dispute, or within thirty-five (35) days following receipt of the Adjustment Schedule by Airlog if no dispute exists, and subject to the last sentence of the preceding paragraph (a), payment shall be made of the Working Capital Amount Adjustment, if any. If the Working Capital Adjustment is positive, such amount shall be paid by Purchaser to Sellers, pro rata. If the Working Capital Adjustment is negative in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), then such excess amount shall be paid by Sellers, pro rata, to Purchaser. (d) For purposes of calculating the Working Capital Adjustments, the term "Working Capital" shall mean, as of any date, the Corporation's current assets (as defined on Schedule 1.3 attached hereto) less current liabilities (as defined on Schedule 1.3 attached hereto) as of such date, all calculated in accordance with generally accepted accounting principles ("Final Working Capital AmountGAAP"), on a basis consistent with the preparation of Schedule 1.3 attached hereto (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date including with respect to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(bline items shown thereon) and the Surviving Corporation makes such paymentMarch 31, Newco shall promptly pay such amount to 1997 balance sheet of the Surviving Corporation in immediately available funds promptly upon demand thereforCorporation, with inventory being valued at the lower of cost, determined by the first-in, first-out method ("FIFO"), or market.

Working Capital Adjustment. (a) Two a. On a date no later than 60 days prior to after the Effective Time, the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time Closing Date (the "Estimated Working Capital AmountCalculation Date") and (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time), Acquiror shall pay to Newco in immediately available funds the amountBuyer, if anywith reasonable, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amountgood-faith assistance from Seller, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco Seller a schedule statement (the "Acquiror Actual Working Capital Schedule") showing Acquirorsetting forth Buyer's good-faith determination of the actual Working Capital Amount at Closing (the Closing Date“Actual Working Capital”), which shall be certified by the chief financial officer of Buyer. If Newco disagrees Seller shall be entitled to inspect all work papers, schedules and other supporting materials relating to the preparation of the Actual Working Capital Schedule and to consult with Buyer regarding the determination set forth in methods used to calculate the Acquiror Schedule, Newco Actual Working Capital. b. The Actual Working Capital Schedule shall give notice thereof become final and binding upon Seller and Buyer unless Seller notifies Buyer of a disagreement with respect to Acquiror any matter contained therein (a "Notice of Disagreement") within sixty (60) 30 days after the receipt thereof. A Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. For a period of 30 days after the delivery of the Acquiror Schedule to NewcoNotice of Disagreement, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror Seller and Newco Buyer shall attempt in good faith to settle any resolve in writing all of their differences with respect to each matter specified in the Notice of Disagreement, in which case such disagreement; any such settlement resolution shall be final and binding upon Acquiror and Newco. the parties. c. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror at the end of such notice 30-day period, Seller and Buyer have not resolved in writing all of disputetheir differences with respect to any such matter, the dispute then each unresolved matter (a "Disputed Matter") shall be submitted to and reviewed by an independent certified public accounting firm mutually acceptable (the "Accounting Arbitrator"). The Accounting Arbitrator shall consider only the Disputed Matters and shall act promptly to Acquiror and Newco for resolution, and resolve in writing all Disputed Matters. The determinations of the decision of such firm Accounting Arbitrator with respect to the Disputed Matters shall be final and binding upon Acquiror Seller and NewcoBuyer. All costs Judgment upon the Accounting Arbitrator's award may be entered in any court having jurisdiction thereof. d. Seller shall be responsible for and pay (1) all of its expenses incurred in connection with preparing the resolution Estimated Working Capital Schedule, assisting in the preparation of said dispute by such independent public accountantsand reviewing the Actual Working Capital Schedule, including and resolving any Disputed Matter, and (2) 50% of the fees and expenses and fees for services rendered, of any Accounting Arbitrator incurred in resolving any Disputed Matter. Buyer shall be paid one-half by Acquiror responsible for and one-half by Newco. Acquiror pay (1) all of its expenses incurred in reviewing the Estimated Working Capital Schedule, preparing the Actual Working Capital Schedule, and Newco shall use reasonable efforts to have resolving any Disputed Matter, and (2) 50% of the dispute resolved within ninety (90) fees and expenses of any Accounting Arbitrator incurred in resolving any Disputed Matter. e. Within 10 days after such dispute is submitted to said independent public accountants. The the final determination of the Actual Working Capital, an amount equal to the difference, if any, between the Estimated Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within shown on the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Estimated Working Capital Amount ("Final Schedule and the Actual Working Capital Amount"), (i) shall be paid by Buyer to Seller if the Final Actual Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay or by Seller to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Actual Working Capital; provided, such amount shall be adjusted for any amounts paid by either Buyer or Seller pursuant to Section 8.5(c). Any payments by Seller to bring the level of Working Capital Amount, Newco will pay to Acquiror at least -$25,000 shall be paid in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of paymentcash. Any such payments by Seller to raise the level of Working Capital between -$25,000 and $0.0 shall be made payable in Buyer’s Common Stock at a value of $1.50 per share. Any payments by Buyer shall be in Common Stock or cash based on an After-Tax Basisthe thresholds shown above. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. (a) Two Promptly following the Closing Date, but in any event within fifteen (15) days prior thereof, Sellers shall deliver to the Effective Time, Purchaser a balance sheet for the Company shall inform Acquiror of (i) the Company's estimate of the Working Capital Amount as of the end close of business on the Closing Date (the “Preliminary Closing Date Balance Sheet”). The Preliminary Closing Date Balance Sheet shall be prepared in a manner which is consistent with the historical cash basis accounting practices of the most recently available month end period immediately preceding Company. Purchaser shall allow, and shall cause the Effective Time (Company to allow, Sellers full access to the "Estimated Working Capital Amount") Company and (ii) its personnel and accounting records during normal business hours for the Company's basis for such estimates. The calculation purpose of preparing the Estimated Working Capital Amount shall be reasonably satisfactory to AcquirorPreliminary Closing Date Balance Sheet. (b) At Purchaser shall have fifteen (15) days after delivery of the Effective TimePreliminary Closing Date Balance Sheet by Sellers to review the same, Acquiror and to propose any adjustments thereto. All adjustments proposed by Purchaser shall pay be set out in a written statement delivered to Newco Sellers (the “Adjustment Statement”) and shall be incorporated into the Preliminary Closing Date Balance Sheet, except for such proposed adjustments to which Sellers object within fifteen (15) days of delivery thereof to Sellers. If Sellers object to the Adjustment Statement within said fifteen (15) day period (the adjustments to which Sellers object being referred to herein as the “Contested Adjustments”), Purchaser and Sellers shall make the appropriate adjustments to the Purchase Price (in immediately available funds accordance with Section 2.03(c) with respect to any uncontested adjustments and shall use reasonable efforts to resolve their dispute regarding the Contested Adjustments. If a final resolution thereof is not reached within ten (10) days of Purchaser’s receipt of Sellers’ objections thereto, Purchaser and Seller shall make the appropriate adjustments to the Purchase Price (in accordance with Section 2.03(c) with respect to any Contested Adjustments which are no longer in dispute and either Purchaser or Sellers shall thereafter be entitled to refer any remaining disputes to a nationally recognized accounting firm acceptable to Purchaser and Sellers (the “Independent Accountant”), or in the absence of agreement on the accounting firm, to Xxxxx Xxxxxxxx LLP. If an Independent Accountant is retained, each of Purchaser and Sellers shall submit to the Independent Accountant not later than ten (10) days after its appointment, a written statement summarizing its position on the Contested Adjustments, together with such supporting documentation as it deems necessary or as may be requested by the Independent Accountant. The Independent Accountant shall be instructed to render its decision as to the Contested Adjustments based on the terms of this Agreement within thirty (30) days of receipt of the written positions of Purchaser and Sellers. The decision of the Independent Accountant as to the Contested Adjustments shall be final and binding on, and shall not be subject to appeal by Purchaser or Sellers. The Preliminary Closing Date Balance Sheet shall be adjusted to reflect the decision of the Independent Accountant as to the Contested Adjustments, if any, and the other modifications thereto previously agreed by Purchaser and Sellers (the Preliminary Closing Date Balance Sheet, as so adjusted, being referred to herein as the “Final Closing Date Balance Sheet”). The fees and expenses of the Independent Accountant shall be borne equally by Purchaser, on the on hand, and Sellers, on the other hand. (c) The Purchase Price shall be (i) increased on a dollar-for-dollar basis by the amount, if any, by which that the Estimated Net Closing Date Working Capital reflected on the Final Closing Date Balance Sheet exceeds the Base Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds (ii) decreased on a dollar-for-dollar basis by the amount, if any, by which $41,000,000 exceeds that the Estimated Net Closing Date Working Capital reflected on the Final Closing Date Balance Sheet is less than the Base Working Capital Amount. . Purchaser agrees to pay Sellers (cin proportion to their respective ownership interests in the Company) As promptly as practicable the amount of any excess determined in accordance with clause (i) above, if any, and Sellers agree to pay Purchaser the amount of any deficiency determined in accordance with clause (ii) above, if any, in each case, within three (3) Business Days after the Effective Time, but Final Closing Date Balance Sheet is finally determined in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Dateaccordance with Section 2.03(b). If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis for the disagreement. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, Said amount shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate a rate of 4% per annum from (and including) the Closing Date to the date of payment and through (iibut excluding) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in by wire transfer of immediately available funds promptly upon demand thereforto such account or accounts as shall be designated by Purchaser, or Sellers, as the case may be.

Working Capital Adjustment. (a) Two days prior The Non-Optometric Asset Purchase Price shall be subject to adjustment to the Effective Timeextent that Current Assets (as defined herein) or Current Liabilities Assumed (as defined herein) materially differ from the amounts customarily arising in the ordinary course of business of the Seller as of March 31, 1998. The term "Current Assets" shall mean pettx xxxh, accounts receivable, prepaid expenses, inventory, supplies and other current assets (excluding cash in banks, certificates of deposit, other cash equivalents, the Company current portion of capital leases and prepaid income taxes). The term "Current Liabilities Assumed" shall inform Acquiror of mean the balances (ion an accrual basis) the Company's estimate of the Working Capital Amount as of March 31, 1998 of trade accounts payable, accrued payroll, accrued payroll taxes, accrued benefits, and other current liabilities (excluding notes payable, the end current portion of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") capital leases and (ii) the Company's basis for such estimateslong-term debt and income and franchise taxes and accrued shareholder expenses). The calculation of the Estimated Working Capital Amount Non-Optometric Asset Purchase Price shall be reasonably satisfactory increased or reduced to Acquiror. reflect the difference (bon a dollar for dollar basis) At between the Effective Time, Acquiror Current Assets and Current Liabilities and the customary amounts referred to herein above. The adjustment shall pay to Newco be settled in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 cash or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. Vision 21 common stock (c) As promptly as practicable after the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth option of Vision 21), which in the Acquiror Schedulecase of a reduction in the Purchase Price may be set-off from monies and/or Vision 21 common stock held back in accordance with SCHEDULE 1.4, Newco or set-off from monies due the Seller pursuant to the Business Management Agreement. The parties also agree that to the extent the adjustments materially impact the goodwill created by the transaction, there shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding the basis be an adjustment for the disagreement. (d) Acquiror related impact upon net income created by the change in amortization of such goodwill and Newco shall attempt to settle any such disagreement; any such settlement the Purchase Price shall be final and binding upon Acquiror and Newco. Ifincreased or reduced to reflect the impact on net income, however, Acquiror and Newco are unable to settle such dispute within sixty settled in cash or Vision 21 common stock (60) days after receipt by Acquiror of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date option of payment and (iiVision 21) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in this Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor1.7(a).

Working Capital Adjustment. (a) Two Within 60 days prior following the Closing Date, Seller will prepare and deliver to Acquiror a statement setting forth Seller’s calculation (the Effective Time, the Company shall inform Acquiror “Closing Working Capital Statement”) of (i) the Company's estimate of the Closing Working Capital Amount as of the end of the most recently available month end period immediately preceding the Effective Time (the "Estimated Working Capital Amount") and (ii) the Company's basis for such estimatesCash Purchase Price. The calculation of Closing Working Capital Statement will be prepared in a manner and format consistent with the Estimated Working Capital Amount shall be Closing Statement. At the request of Seller, Acquiror will provide to Seller and its accountants access during normal business hours to the books and records and any other information, and to any employees of Acquiror or any other member of the Acquiror Group, that in each case Seller determines is reasonably satisfactory necessary for Seller to Acquirorprepare the Closing Working Capital Statement, to respond to any Acquiror Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.11, and Acquiror will otherwise cooperate with and assist Seller as Seller may reasonably request to carry out the purposes of this Section 1.11. (b) At For a period of 60 days after delivery of the Effective TimeClosing Working Capital Statement, Seller will provide Acquiror with reasonable access to all books, records, personnel and other materials and sources used by Seller to prepare the Closing Working Capital Statement and not already in the possession or under the control of Acquiror to the extent reasonably related to the determinations contemplated by this Section 1.11. The Closing Working Capital Statement will be binding and conclusive upon, and deemed accepted by, Acquiror shall pay to Newco unless Acquiror notifies Seller in immediately available funds writing within 60 days after delivery of the amount, if any, by which the Estimated Closing Working Capital Amount exceeds $41,000,000 or Newco shall pay Statement of any good faith objection thereto (the “Acquiror Objection”). Any Acquiror Objection must set forth a description in reasonable detail of the basis of the Acquiror Objection and the specific adjustments to Acquiror the values reflected in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Closing Working Capital AmountStatement prepared by Seller which Acquiror believes should be made. Any items not disputed during the foregoing 60-day period will be deemed to have been accepted by Acquiror for all purposes of this Agreement. (c) As promptly as practicable after If Seller and Acquiror are unable to resolve any of their disputes with respect to the Effective Time, but in any event within ninety (90) days thereafter, Acquiror shall prepare and deliver to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Closing Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror Statement within sixty (60) 30 days after delivery following Seller’s receipt of the Acquiror Schedule Objection pursuant to NewcoSection 1.11(b), either Party may refer the remaining disputed items to Xxxxx Xxxxxxxx LLP or another independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) to make a written determination as to each then-remaining disputed item, which written determination will be final and binding on the Parties as to each such notice disputed item. The Accounting Firm will act as an arbitrator and not an auditor or expert and will address only those items that are in dispute. With respect to include reasonable detail regarding any item of the basis Closing Working Capital Statement for which a determination is to be made by the disagreementAccounting Firm, the Accounting Firm may only assign a value that is equal to the value for such item claimed by either Party. The Parties will use their Commercially Reasonable Efforts to have the Accounting Firm make its determination within 30 days of being engaged. The costs of any dispute resolution pursuant to this Section 1.11(c), including the fees and expenses of the Accounting Firm, will be shared equally by Seller and Acquiror. The fees and disbursements of the Representatives of each Party incurred in connection with their preparation of the Closing Working Capital Statement and preparation or review of any Acquiror Objection, as applicable, will be borne by such Party. (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be The Closing Working Capital Statement will become final and binding on the Parties upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror the earliest of such notice of dispute, the dispute shall be submitted to an independent certified public accounting firm mutually acceptable to Acquiror and Newco for resolution, and the decision of such firm shall be final and binding upon Acquiror and Newco. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if no Acquiror Objection has been given, the Final Working Capital Amount exceeds expiration of the Estimated Working Capital Amountperiod within which Acquiror must make its objection pursuant to Section 1.11(b), then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated agreement in writing by Seller and Acquiror that the Closing Working Capital Amount exceeds Statement, together with any modifications thereto agreed by Seller and Acquiror, is final and binding, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Working Capital Statement pursuant to Section 1.11(c). The Closing Working Capital Statement, when final and binding on all Parties pursuant to this Section 1.11(d), and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Working Capital Statement.” The Cash Purchase Price as set forth in the Final Closing Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at Statement is the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis“Final Cash Purchase Price. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.”

Working Capital Adjustment. (a) Two days prior to the Effective Time, The working capital of the Company shall inform Acquiror be the excess of current assets over current liabilities calculated according to GAAP as of the Closing Date (i) the Company's estimate “Working Capital”). An example of the Working Capital Amount as calculation is set forth on Schedule 1.4 attached hereto. Within thirty (30) days after Closing, the Sellers shall deliver to the Buyer a determination, and working papers supporting such determination, of the end actual Working Capital Adjustment and Buyer shall have fifteen (15) days after receipt of the most recently available month end period immediately preceding determination to accept or object to such determination; and if no objection is received by Sellers in a writing signed by Buyer within such period, then all objections will be cleared and waived and the Effective Time (the "Estimated Working Capital Amount") and Adjustment will be deemed acceptable. In the event the Buyer agrees with the determination, then within five (ii) the Company's basis for such estimates. The calculation of the Estimated Working Capital Amount shall be reasonably satisfactory to Acquiror. (b) At the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds the amount, if any, by which $41,000,000 exceeds the Estimated Working Capital Amount. (c) As promptly as practicable after the Effective Time, but in any event within ninety (905) days thereafter, Acquiror either the Sellers shall prepare jointly and severally deliver to Newco a schedule the Buyer the amount which the final Working Capital Adjustment is less than the Set Working Capital or the Buyer shall deliver to the Sellers the amount which the final Working Capital Adjustment is greater than the Set Working Capital, as applicable. In the event the Buyer objects to the determination, then it shall, at its sole cost and expense, engage an independent certified public accountant (the "Acquiror Schedule") showing Acquiror's determination of “Buyer’s CPA”), to calculate and certify the Working Capital Amount at Adjustment. Such certification shall be delivered to the Closing DateSellers within ten (10) days of Buyer’s objection to the Sellers’ determination. If Newco disagrees In the event Sellers disagree with the determination set forth in certification by the Acquiror ScheduleBuyer’s CPA, Newco they may engage a certified public accountant (“Sellers’ CPA”), at its sole cost and expense, and the Sellers’ CPA and Buyer’s CPA shall give notice thereof agree to Acquiror the final Working Capital Adjustment within sixty five (605) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding Sellers’ objection. If the basis for the disagreement. Sellers’ CPA and Buyer’s CPA do not obtain a final resolution within five (d) Acquiror and Newco shall attempt to settle any such disagreement; any such settlement shall be final and binding upon Acquiror and Newco. If, however, Acquiror and Newco are unable to settle such dispute within sixty (605) days after receipt by Acquiror of such notice of disputethe Sellers’ objection, the dispute shall be submitted for determination to an independent certified public accounting firm (“Independent Firm”) mutually acceptable agreed to Acquiror by Buyer and Newco for resolutionSellers (and, failing such agreement between Buyer and the decision Sellers within a further period of five (5) business days, such Independent Firm shall be Xxxxxx Xxxxx LLP, or if such firm is unable to act or is either the Sellers’ CPA or Buyer’s CPA, Xxxxx Xxxxx Xxxxxxx Xxxxxx, LLP). The determination of the Independent Firm shall be final and binding upon Acquiror the Parties and Newcoshall not be subject to appeal, absent manifest error. All costs incurred in connection with the resolution of said dispute by such independent public accountants, including expenses and fees for services rendered, The Independent Firm shall be paid one-half by Acquiror deemed to be acting as experts and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute is submitted to said independent public accountants. The final determination of the Working Capital Amount (whether not as a result of Newco's failing to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different datesarbitrators. (e) Within ten (10) Business Days following a final determination of the Final Working Capital Amount ("Final Working Capital Amount"), (i) if the Final Working Capital Amount exceeds the Estimated Working Capital Amount, then Acquiror will pay to Newco in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds the Final Working Capital Amount, Newco will pay to Acquiror in immediately available funds an amount equal to such excess plus interest at the Agreed Rate from the Closing Date to the date of payment. Any such payments shall be made on an After-Tax Basis. (f) In the event that after the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount to the Surviving Corporation in immediately available funds promptly upon demand therefor.

Working Capital Adjustment. The Purchase Price is subject to adjustment as follows: (a) Two days prior the Vendor will: (1) cause Grant Thornton LLP, the auditors of the Comxxxx, xx xxxxxre and deliver to the Effective TimePurchaser on or before February 20, the Company shall inform Acquiror of (i) the Company's estimate 2004 an audited statement of the Working Capital Amount as at the WC Adjustment Date, which will be prepared in accordance with GAAP applied on a basis consistent with the Financial Statements (except as required by the determination of Working Capital under this Agreement), together with the auditor's report thereon, showing in reasonable detail the Working Capital of the Company as of 11:59 p.m. on the end of the most recently available month end period immediately preceding the Effective Time WC Adjustment Date determined in accordance with this Agreement (the "Estimated AUDITED WORKING CAPITAL STATEMENT"); and (2) within 3 Business Days of delivering the Audited Working Capital Amount") and (ii) Statement, deliver to the Purchaser the Company's final internal unaudited financial reporting package for the period ending January 31, 2004 prepared on a basis consistent in all material respects with the final internal unaudited financial reporting package for such estimates. The calculation of the Estimated Working Capital Amount shall period ending on the Statement Date to be reasonably satisfactory delivered to Acquiror.the Purchaser pursuant to section 5.8; (b) At within 10 Business Days following receipt of the Effective Time, Acquiror shall pay to Newco in immediately available funds the amount, if any, by which the Estimated Audited Working Capital Amount exceeds $41,000,000 or Newco shall pay to Acquiror in immediately available funds Statement, the amount, if any, by which $41,000,000 exceeds Purchaser will review the Estimated Audited Working Capital Amount.Statement and the Vendor will provide access, upon every reasonable request, to the Purchaser and its professional advisors to the Assets and to all working papers of the Vendor's auditors, accounting books and records and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Audited Working Capital Statement; (c) As promptly as practicable after if the Effective Time, but in Purchaser has any event within ninety (90) days thereafter, Acquiror shall prepare and deliver objections to Newco a schedule (the "Acquiror Schedule") showing Acquiror's determination of the Audited Working Capital Amount at the Closing Date. If Newco disagrees with the determination set forth in the Acquiror Schedule, Newco shall give notice thereof to Acquiror within sixty (60) days after delivery of the Acquiror Schedule to Newco, such notice to include reasonable detail regarding Statement on the basis for that it contains any errors, the disagreement.Purchaser will so notify the Vendor setting out the alleged error and the amount in dispute (each an "OBJECTION"); (d) Acquiror the Purchaser will be deemed to have accepted the Audited Working Capital Statement if it does not notify the Vendor of the Purchaser's Objections within 10 Business Days following receipt of the Audited Working Capital Statement; (e) if the Purchaser delivers any Objections to the Audited Working Capital Statement within the 10 Business Day period referred to in paragraph (d), the Purchaser and Newco shall Vendor will work expeditiously and in good faith in an attempt to settle resolve the Objections within a further period of 10 Business Days after the date of delivery by the Purchaser to the Vendor of its Objections and, failing resolution, the Objections will be submitted for determination to an independent national firm of chartered accountants mutually agreed to by the Purchaser and the Vendor (and, failing such agreement between the Purchaser and the Vendor within a further period of 2 Business Days, such independent national firm of chartered accountants will be PricewaterhouseCoopers, or if such firm is unable to act, Ernst & Young). The firm of chartered accountants will be deemed to be acting as experts and not as arbitrators and will be asked to express their professional opinion within 10 Business Days as to whether or not the Objections are valid and, if so, what adjustments to the Audited Working Capital Statement must be made in order to correct the errors identified in the Objections, but they will not be instructed or required to themselves audit or value any aspect of the Working Capital. The opinion expressed by such disagreement; any such settlement shall firm of chartered accountants will be final and binding upon Acquiror the Parties and Newco. Ifwill not be subject to appeal, howeverabsent manifest error; (f) the Vendor and the Purchaser will each bear the fees and expenses of their respective professional advisors in preparing or reviewing, Acquiror and Newco are unable to settle such dispute within sixty (60) days after receipt by Acquiror of such notice of disputeas the case may be, the dispute shall be submitted Audited Working Capital Statement and if a matter is referred to an independent certified public accounting a national firm mutually acceptable of chartered accountants pursuant to Acquiror this Section 2.5, the costs and Newco for resolution, and the decision expenses of such firm of chartered accountants will be borne equally by the Vendor and the Purchaser; (g) immediately following acceptance or deemed acceptance of the Audited Working Capital Statement by the Purchaser or the receipt by the Purchaser and Vendor of the opinion of a firm of chartered accountants pursuant to Section 2.5(e), as the case may be, the Vendor will deliver to the Purchaser a final statement of the Working Capital (the "FINAL WORKING CAPITAL STATEMENT") which will be created by taking the Audited Working Capital Statement and making such adjustments thereto as shall have been settled upon by agreement of the Purchaser and Vendor or as are set out in (or which necessarily follow from) the opinion rendered by the firm of chartered accountants pursuant to Section 2.5(e). Absent manifest error the Final Working Capital Statement will be final and binding upon Acquiror and Newco. All costs incurred the Parties for the purposes of determining the Purchase Price adjustment in connection with subsection 2.5(h), but is without prejudice to any claims made in respect of the resolution representations, warranties, covenants or indemnities made in this Agreement; (h) if the amount of said dispute by Working Capital on the WC Adjustment Date as shown on the Final Working Capital Statement less the net Pre-Closing Adjustments to be made pursuant to Section 2.7: (1) exceeds $30,000,000, then, prior to the Closing Date, the Vendor will cause the Company to pay (or to distribute assets) to or for the account of the Vendor, or to John or Tim, in such independent public accountants, including expenses and fees for services rendered, shall be paid one-half by Acquiror and one-half by Newco. Acquiror and Newco shall use reasonable efforts to have the dispute resolved within ninety (90) days after such dispute amount or value as is submitted to said independent public accountants. The final determination of xxxxssarx xo reduce the Working Capital Amount (whether as a result less the net Pre-Closing Adjustments, after taking into account any Tax consequences or benefits to the Company of Newco's failing or from making the payment, to give notice of Newco's disagreement with Acquiror's determination within the time period prescribed above, a resolution by Acquiror and Newco of any such disagreement, or a determination by an accounting firm selected pursuant to this paragraph to resolve any disagreement among the parties) may occur on different dates.$30,000,000; (e2) Within ten is less than $30,000,000, then the Purchase Price and the portion of the Purchase Price to be paid in cash to the Vendor at the Closing will both decrease by the amount of the difference between the Working Capital less the net Pre-Closing Adjustments and $30,000,000; (10i) Business Days following a final determination If the Final Working Capital Statement is not available before the Closing then: (1) the cash portion of the Purchase Price payable at Closing under subsection 2.3(b) will be reduced by $10,000,000 and such sum will be deposited in trust with the Purchaser's solicitors, to be invested in an interest bearing account and held for subsequent adjustment of the Purchase Price based upon the Final Working Capital Statement (the "WC HOLDBACK"); (2) The payments, distributions and adjustments made under subsection 2.5(h) will be made at the Closing on an interim basis using the Audited Working Capital Statement in place of the Final Working Capital Amount Statement, mutatis mutandis; ("Final Working Capital Amount"), 3) Within three (i3) if Business Days of receipt of the Final Working Capital Amount exceeds Statement, the Estimated Working Capital Amount, then Acquiror Purchaser will pay to Newco in immediately available funds an the Vendor, on account of the Purchase Price, the WC Holdback: (A) less the amount equal to such excess plus interest at by which the Agreed Rate from amount of the Closing Date to the date of payment and (ii) if the Estimated Working Capital Amount exceeds in the Final Working Capital Amount, Newco Statement is less than the amount of the Working Capital as shown in the Audited Working Capital Statement; or (B) plus the amount by which the amount of the Working Capital in the Final Working Capital Statement exceeds the amount of the Working Capital as shown in the Audited Working Capital Statement; (4) Interest earned on the WC Holdback while invested by the Purchaser's solicitors will pay be allocated between the Vendor and the Purchaser in proportion to Acquiror in immediately available funds an amount equal to such excess plus interest at their respective share of the Agreed Rate from principal portion of the Closing Date WC Holdback; and (5) The Purchase Price will be adjusted accordingly; and (j) any adjustment to the date of payment. Any such payments shall Purchase Price pursuant to this Section 2.5 will be made on an After-Tax Basis. (f) In in respect of the event that after portion of the Effective Time it is determined that the Company shall have failed to pay or provide for the Existing Company Debt and the Deal Expenses as provided in Section 2.01(b) and the Surviving Corporation makes such payment, Newco shall promptly pay such amount Purchase Price allocated to the Surviving Corporation in immediately available funds promptly upon demand thereforVendor's Shares and any such adjustment will not affect the allocation of the Purchase Price to the Vendor's Loans.