Common use of Closing Adjustments Clause in Contracts

Closing Adjustments. Three (3) Business Days prior to the Closing Date, Seller shall deliver to Purchaser its good faith estimate of the Retained Working Capital as of March 31, 2007 (the “Estimated Retained Working Capital Calculation”), which shall be based upon and reconciled to the Unaudited March Balance Sheet. Within two (2) Business Days following receipt of the Estimated Retained Working Capital Calculation, Purchaser may object in good faith to the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: (i) the specific amount to which Purchaser objects (the “Objection Amount”), (ii) the reasons for Purchaser’s objection (which shall be based on GAAP) and (iii) Purchaser’s proposed adjustments to Seller’s calculation (“Purchaser’s Estimate Objection”). If Purchaser fails to object to the Estimated Retained Working Capital Calculation within such two (2) Business Day period, Purchaser will be deemed to have conclusively agreed with and shall be bound by the Estimated Retained Working Capital Calculation for the purposes of Section 3.3.1(a)(i), and the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital Calculation, Seller and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the Closing (the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results of the parties’ good faith negotiations, at the Closing and (b) Seller and Purchaser will resolve any outstanding disagreement regarding the Objection Amount following the Closing in accordance with the procedures set forth in Section 3.2.1(a)(ii) and Section 3.2.2(a), as applicable.

Closing Adjustments. Three (a) Seller shall deliver a notice to Buyer no later than three (3) Business Days prior to the reasonably anticipated Closing Date, Seller shall deliver to Purchaser its Date including Seller’s reasonable good faith estimate of the Retained Working Capital as of March 31estimate, 2007 (the “Estimated Retained Working Capital Calculation”), which shall be based upon together with supporting calculations and reconciled to the Unaudited March Balance Sheet. Within two (2) Business Days following receipt of the Estimated Retained Working Capital Calculation, Purchaser may object in good faith to the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: (i) the specific amount to which Purchaser objects (the “Objection Amount”), (ii) the reasons for Purchaser’s objection (which shall be based on GAAP) information and (iii) Purchaser’s proposed adjustments to Seller’s calculation (“Purchaser’s Estimate Objection”). If Purchaser fails to object to the Estimated Retained Working Capital Calculation within such two (2) Business Day period, Purchaser will be deemed to have conclusively agreed with and shall be bound by the Estimated Retained Working Capital Calculation for the purposes of Section 3.3.1(a)(i), and the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital Calculation, Seller and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the Closing (the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results of the parties’ good faith negotiations, at the Closing and (b) Seller and Purchaser will resolve any outstanding disagreement regarding the Objection Amount following the Closing determined in accordance with the procedures set described on Schedule 2.5, of the value of the Inventory, the Prepayments as of the Effective Time, the Assumed Vacation and the resulting estimated Closing Adjustment (the “Estimated Adjustment”), subject to Buyer’s review and consent to such estimate, which consent shall not be unreasonably withheld. Buyer and its representatives shall have access to such records of Seller as may be reasonably requested for verifying the Estimated Adjustment. (b) After the Closing, Seller shall initially calculate the Closing Adjustment and shall deliver to Buyer a statement (the “Closing Adjustment Statement”) setting forth the amount of the Closing Adjustment, together with supporting calculations and information, on or before the 30th day after the Closing Date. Buyer shall cause its employees to give Seller and its advisors access at all reasonable times to the personnel, properties and books and records of the Business and Buyer’s working papers for the purpose of conducting the physical inventory and preparing the Closing Adjustment Statement, and Buyer and its representatives and advisors may be present for and participate in such physical inventory. Unless Buyer gives notice to Seller on or before the 15th day after Buyer’s receipt of the Closing Adjustment Statement that Buyer disputes the Closing Adjustment specified in the Closing Adjustment Statement, the Closing Adjustment shall be as specified in the Closing Adjustment Statement. If Buyer gives notice to Seller on or before such 15th day that it disputes the Closing Adjustment specified in the Closing Adjustment Statement, (i) Buyer or Seller, as the case may be, shall pay all undisputed portions of the Closing Adjustment Payment to the other party not later than five (5) calendar days after receiving Buyer’s notice of dispute, and (ii) Seller and Buyer shall consult in good faith and use commercially reasonable efforts to agree upon the calculation of the Closing Adjustment. If on or before the 30th day after Buyer’s receipt of the Closing Adjustment Statement Seller and Buyer have not agreed on the Closing Adjustment, such matters as remain in dispute shall be submitted to KPMG LLP, or such other accounting firm as Seller and Buyer shall agree, for final resolution, which resolution shall be binding upon Seller and Buyer, with no rights of appeal therefrom. The fees and expenses of such accounting firm for its services in resolving such dispute shall be borne equally by Seller and Buyer. (c) If the actual Closing Adjustment, determined in accordance with Section 3.2.1(a)(ii2.5(b) and above, is greater than the Estimated Adjustment, Buyer shall make an additional payment to Seller in an amount equal to the amount by which the Closing Adjustment exceeds the Estimated Adjustment, which payment shall be made by wire transfer or delivery of other immediately available funds on or before the fifth Business Day after the final determination of the Closing Adjustment in accordance with this Section 3.2.2(a)2.5. If the actual Closing Adjustment is less than the Estimated Adjustment, Seller shall make a payment to Buyer in an amount equal to the amount by which the Estimated Adjustment exceeds the Closing Adjustment, which payment shall be made by wire transfer or delivery of other immediately available funds on or before the fifth Business Day after the final determination of the Closing Adjustment in accordance with this Section 2.5. The payment to be made by Buyer or by Seller, as applicable, is herein called the “Closing Adjustment Payment.”

Closing Adjustments. Three The items set forth in this Section 3 shall be apportioned at the Closing by payment of the net amount of such apportionments to the Seller in the manner set forth herein for the payment of the Purchase Price if the net apportionment is in favor of the Seller or by a credit against the Purchase Price if the net apportionment is in favor of Purchaser. However, if any of the items subject to apportionment under the foregoing provisions of this Section 3 cannot be apportioned at the Closing because of the unavailability of the information necessary to compute such apportionment, or if any errors or omissions in computing apportionments at the Closing are discovered subsequent to the Closing, then such item shall be reapportioned and such errors and omissions corrected as soon as practicable after the Closing Date and the proper party reimbursed, which obligation shall survive the Closing for a period of one year after the Closing Date. Notwithstanding any of the foregoing provisions of this Section 3.5 to the contrary, the Purchaser and the Seller agree that the one year limitation set forth in this Section 3.5 shall not apply to the parties' obligations under Sections 3.1 and 3.2 and that such obligations shall survive the Closing forever. The Seller shall pay in the ordinary course any accounts payable which are listed on Schedule 2 hereto as Excluded Property. Due Diligence Period. Notwithstanding anything to the contrary contained herein, the Purchaser shall have a forty-five (345) Business Days day period commencing on the date hereof (the "Due Diligence Period") to examine title to the Property, to inspect the physical and financial condition of the Property and to review the Property Information. Seller shall, within ten (10) days after Purchaser's written request, deliver to Purchaser Property Information, requested with adequate specificity by Purchaser, to the extent such Property Information is in the Seller's possession. Purchaser shall be responsible for the cost of locating, reproducing and forwarding such Property Information to Purchaser. Neither Purchaser nor the Purchaser's Representatives shall contact any governmental authority or any of the Seller's or the Acquired Partnership's tenants, vendors, employees, consultants or contractors prior to the Closing Datewithout (i) providing one (1) day's advance notice (which notice may be telephonic) of each such proposed contact to the Seller, and (ii) providing the Seller and/or its representatives an opportunity to be present at the time of any such contact. Access to the Property. During the Due Diligence Period, the Purchaser and the Purchaser's Representatives shall deliver have the right to Purchaser its good faith estimate enter upon the Property and the Buildings for the sole purpose of inspecting the Retained Working Capital as of March 31Property and the Buildings and making surveys, 2007 soil borings, engineering tests and other investigations, inspections and tests (the “Estimated Retained Working Capital Calculation”collectively, "Investigations"), which shall be based upon and reconciled to the Unaudited March Balance Sheet. Within two (2) Business Days following receipt of the Estimated Retained Working Capital Calculation, Purchaser may object in good faith to the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: provided (i) the specific amount to which Purchaser objects shall give the Seller not less than three (the “Objection Amount”)3) business days' prior written notice before each entry, (ii) the reasons for Purchaser’s objection (which first such notice shall be based on GAAP) include sufficient information to permit the Seller to review the scope of the proposed Investigations, and (iii) neither the Purchaser nor the Purchaser’s proposed adjustments 's Representatives shall permit any borings, drillings or samplings to be done on the Property or the Buildings without the Seller’s calculation (“'s prior written consent. Any entry upon the Property and all Investigations shall be during the Seller's normal business hours and at the sole risk and expense of the Purchaser and the Purchaser’s Estimate Objection”). If Purchaser fails to object to the Estimated Retained Working Capital Calculation within such two (2) Business Day period's Representatives, Purchaser will be deemed to have conclusively agreed with and shall be bound by not interfere with the Estimated Retained Working Capital Calculation for activities on or about the purposes of Section 3.3.1(a)(i), and the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital Calculation, Seller and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the Closing (the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results Buildings or Property of the parties’ good faith negotiationsSeller or the Acquired Partnership, at the Closing their tenants and (b) Seller their employees and invitees. The Purchaser will resolve any outstanding disagreement regarding the Objection Amount following the Closing in accordance with the procedures set forth in Section 3.2.1(a)(ii) and Section 3.2.2(a), as applicable.shall:

Closing Adjustments. Three (3a) At least five (5) Business Days prior to the Closing Date, Seller Vista Outdoor shall prepare and deliver to Purchaser its Parent a statement (the “Estimated Closing Statement”) setting forth Vista Outdoor’s good faith estimate of the Retained Working Capital as of March 31, 2007 (the “Estimated Retained Working Capital Calculation”), which shall be based upon and reconciled to the Unaudited March Balance Sheet. Within two (2) Business Days following receipt of the Estimated Retained Working Capital Calculation, Purchaser may object in good faith to the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: (i) the specific amount to which Purchaser objects Closing Cash (the such estimate, “Objection AmountEstimated Closing Cash”), (ii) Closing Working Capital (such estimate, “Estimated Closing Working Capital”), (iii) Closing Debt (such estimate, “Estimated Closing Debt”), (iv) Transaction Expenses (such estimate, “Estimated Transaction Expenses”), (v) Closing Taxes (such estimate, “Estimated Closing Taxes”), (vi) Closing Transaction Tax Deductions (such estimate, “Estimated Closing Transaction Tax Deductions”), (vii) the reasons for Purchaser’s objection Closing Non-Cash Debt (which shall be based on GAAPsuch estimate, “Estimated Closing Non-Cash Debt”) and (iiiviii) Purchaser’s proposed adjustments to Seller’s calculation (“Purchaser’s Estimate Objection”). If Purchaser fails to object to the Estimated Retained Working Capital Calculation within such two (2) Business Day periodClosing Adjustment Amount, Purchaser will be deemed to have conclusively agreed in each case, together with and shall be bound by the Estimated Retained Working Capital Calculation for the purposes of Section 3.3.1(a)(i), and the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital Calculation, Seller and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the Closing (the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period reasonably detailed schedules with respect to the Objection Amount, (a) determination thereof to support the Purchase Price will be adjusted as estimates set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results of the parties’ good faith negotiations, at the Closing and (b) Seller and Purchaser will resolve any outstanding disagreement regarding the Objection Amount following the Statement. The Estimated Closing Statement shall be prepared in accordance with the procedures terms of this Agreement, including the Accounting Principles. The Parties agree that the purpose of preparing the Estimated Closing Statement is to estimate the amounts of Closing Cash, Closing Working Capital, Closing Debt, Transaction Expenses, Closing Taxes, Closing Transaction Tax Deductions and the Closing Adjustment Amount in accordance with the terms of this Agreement, including the Accounting Principles. Vista Outdoor shall consider in good faith and implement all reasonable comments provided by Parent to the Estimated Closing Statement (including the components thereof) at least one Business Day prior to the Closing Date. (b) At least five (5) Business Days prior to Vista Outdoor’s delivery of the Estimated Closing Statement, and in any event at least ten (10) Business Days prior to the Closing Date, Vista Outdoor shall prepare and deliver to Parent a good faith non-binding, advisory draft of the Estimated Closing Statement (the “Draft Estimated Closing Statement”), including reasonably detailed schedules with respect to the determination thereof to support the estimates set forth therein. In furtherance of Vista Outdoor’s preparation of the Estimated Closing Statement, Vista Outdoor shall consider in good faith all reasonable comments provided to the Draft Estimated Closing Statement by Parent at least one Business Day prior to delivery of the Estimated Closing Statement. (c) Within ten (10) Business Days of the date of this Agreement, Vista Outdoor shall prepare and deliver to Parent a good faith non-binding, advisory draft of the Estimated Closing Statement, including reasonably detailed schedules with respect to the determination thereof to support the estimates set forth therein (an “Advisory Estimated Closing Statement”), assuming, for purposes of creating such Advisory Estimated Closing Statement, a Reference Time of 11:59 p.m. New York City time on September 30, 2024. Within ten (10) Business Days following October 31, 2024, Vista Outdoor shall prepare and deliver to Parent, an Advisory Estimated Closing Statement assuming, for purposes of creating such Advisory Estimated Closing Statement, a Reference Time of 11:59 p.m. New York City time on October 31, 2024. In furtherance of Vista Outdoor’s preparation of the Draft Estimated Closing Statement and the Estimated Closing Statement, Vista Outdoor shall consider in good faith all reasonable comments provided to the Advisory Estimated Closing Statements by Parent at least one (1) Business Day prior to delivery of the Draft Estimated Closing Statement. (d) As promptly as practicable, and in any event within the later of (x) thirty (30) days following the Closing Date and (y) five (5) Business Days prior to the consummation of the Revelyst Merger (if such merger is consummated) (the later of (x) and (y), the “Closing Statement Deadline”), Vista Outdoor and Revelyst shall cooperate in good faith and jointly prepare a statement (the “Closing Statement”) setting forth their joint good faith calculation of (i) Closing Cash, (ii) Closing Working Capital, (iii) Closing Debt, (iv) Transaction Expenses, (v) Closing Taxes, (vi) Closing Transaction Tax Deductions and (vii) the Closing Adjustment Amount, in each case, together with reasonably detailed schedules with respect to the determination thereof to support the calculations set forth in the Closing Statement. The Closing Statement shall be prepared in accordance with the terms of this Agreement, including the Accounting Principles. The Parties agree that the purpose of preparing the Closing Statement is to measure and determine the amount of Closing Cash, Closing Working Capital, Closing Debt, Transaction Expenses, Closing Taxes, Closing Transaction Tax Deductions and the Closing Adjustment Amount in accordance with the terms of this Agreement, including the Accounting Principles. Each of Vista Outdoor and Revelyst shall execute the Closing Statement to certify the calculations set forth therein and upon such certification the Closing Statement shall become final and binding upon the Parties; provided, that, notwithstanding anything to the contrary in this Agreement, in the event that Vista Outdoor and Revelyst do not agree upon and execute the Closing Statement by the Closing Statement Deadline, then the Estimated Closing Statement shall be deemed to be the Closing Statement for all purposes under this Agreement and neither Party nor their respective Affiliates shall have any further obligation pursuant to this Section 3.2.1(a)(ii2.06. (e) and Section 3.2.2(aIn connection with the preparation of the Closing Statement, Vista Outdoor shall, subject to reasonable advance written request (email being sufficient), provide Revelyst and its Representatives with reasonable access during normal business hours, and in such a manner as applicableto not interfere with the normal operations of Vista Outdoor and each other member of the Vista Outdoor Group, to the Records and relevant advisors (subject to the execution of any required customary access letters), personnel and properties of Vista Outdoor and each other member of the Vista Outdoor Group to the extent reasonably relevant to the preparation of the Closing Statement; provided that Revelyst shall, and shall cause its Representatives to, keep any nonpublic information shared with it confidential. (f) Within three (3) Business Days after the Closing Statement becomes final and binding upon the Parties in accordance with this Section 2.06, if the Closing Adjustment Amount is: (i) greater than the Estimated Closing Adjustment Amount, then Vista Outdoor shall pay Revelyst an amount of cash equal to such difference; (ii) less than the Estimated Closing Adjustment Amount, then Revelyst shall pay Vista Outdoor an amount of cash equal to such difference; or (iii) equal to the Estimated Closing Adjustment Amount, then neither Party shall have any obligation to make a payment to the other Party in respect thereof. (g) Each Party acknowledges that the agreements contained in this Section 2.06 are an integral part of the Transactions, and that, without these agreements, the other Party would not have entered into this Agreement and each other Transaction Document to which it is a party. Accordingly, if a Party fails to promptly pay any amount due pursuant to this Section 2.06 (such Party, the “Defaulting Party”), and, in order to obtain payment of such amount, the other Party commences a legal action which results in an order against the Defaulting Party for such amount, or any portion thereof, the Defaulting Party shall pay to the other Party such other Party’s out-of-pocket, reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with such legal action, together with interest on such due and unpaid amounts pursuant to this Section 2.06 at a rate equal to (i) the prime rate as published in The Wall Street Journal in effect on the date such amount was required to be paid plus (ii) 2% through the date such payment was actually received. (h) Vista Outdoor agrees that, from the Closing Date through the date that the Closing Adjustment Amount is finally determined in accordance with this Section 2.06, it shall not, and shall cause each other member of the Vista Outdoor Group not to, take any action with respect to any accounting books, records, policies or procedures on which the Closing Statement is based that would impede or delay the final determination of the Closing Adjustment Amount. (i) Notwithstanding anything to the contrary in this Agreement or any investigation or examination conducted, or any knowledge possessed or acquired, by or on behalf of Vista Outdoor or Revelyst, the process set forth in this Section 2.06 shall be the sole and exclusive remedy between the Parties for any disputes related to the items required to be included or reflected in the calculation of Closing Cash, Closing Working Capital, Closing Debt, Transaction Expenses, Closing Taxes, Closing Transaction Tax Deductions and the Closing Adjustment Amount. (j) Without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇, none of the time periods set forth in this Section 2.06 shall be extended or waived by any Party. For the avoidance of doubt, from and after the closing of the Revelyst Merger, neither Olibre Parent, Revelyst nor any of their respective Subsidiaries shall have any obligation with respect to this Section 2.06. Each Party agrees that Olibre Parent is a third party beneficiary of this Section 2.06(j). (k) For the purposes of this Agreement:

Closing Adjustments. Three (3i) At least five (5) Business Days prior to before the Closing Date, Seller ▇▇▇▇ Ohio Finance shall prepare and deliver to Purchaser its the OpCo Buyer a statement (the “JCC Estimated Closing Statement”) setting forth ▇▇▇▇ Ohio Finance’s reasonable, good faith estimate of (A) the Retained JCC Closing Working Capital as of March 31, 2007 (the “JCC Estimated Retained Closing Working Capital Calculation”), which shall be based upon and reconciled to the Unaudited March Balance Sheet. Within two (2) Business Days following receipt of the Estimated Retained Working Capital Calculation, Purchaser may object in good faith to the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: (i) the specific amount to which Purchaser objects (the “Objection AmountCapital”), (iiB) the reasons for PurchaserIndebtedness of JCC as of the Reference Time (the “JCC Estimated Indebtedness”), (C) the JCC Closing Date Cash (the “JCC Estimated Closing Date Cash”), (D) the Transaction Expenses of JCC to be paid by the OpCo Buyer on behalf of JCC (excluding the R&W Insurance Cost Seller Portion) (the “JCC Estimated Transaction Expenses”), (E) ▇▇▇▇ Ohio Finance’s objection (which shall be based on GAAP) calculation of the JCC Membership Interests Purchase Price and (iiiF) Purchaser’s proposed adjustments an unaudited balance sheet of JCC as of the Reference Time (without giving effect to Seller’s calculation the Transactions) (the “Purchaser’s Estimate ObjectionJCC Estimated Closing Balance Sheet”). If Purchaser fails to object to the Estimated Retained Working Capital Calculation within such two (2) Business Day period, Purchaser will be deemed to have conclusively agreed with and shall be bound by the Estimated Retained Working Capital Calculation for the purposes of Section 3.3.1(a)(i), and the Purchase Price will be adjusted as The calculations set forth in Section 3.3.1(a)(i) based on the JCC Estimated Retained Closing Working Capital Calculationand the JCC Estimated Closing Balance Sheet shall be prepared and calculated in accordance with GAAP. If Purchaser objects to An illustrative example of an JCC Estimated Closing Statement, JCC Estimated Closing Balance Sheet and calculation of the Estimated Retained JCC Closing Working Capital CalculationCapital, Seller JCC Closing Date Indebtedness, JCC Closing Date Cash, JCC Membership Interests Purchase Price and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the JCC Closing Transaction Expenses is set forth on Exhibit B (the “Estimate Resolution PeriodJCC Sample Statement”). (ii) Following receipt of the JCC Estimated Closing Statement, ▇▇▇▇ Ohio Finance shall use its commercially reasonable efforts to permit OpCo Buyer and its Representatives at all reasonable times and upon reasonable notice to review the Seller’s and the Company’s working papers relating to the calculation and preparation of the JCC Estimated Closing Working Capital, the JCC Estimated Indebtedness, the JCC Estimated Closing Date Cash, the JCC Estimated Transaction Expenses and the JCC Estimated Closing Balance Sheet, as well as the accounting books and records of JCC relating thereto, and ▇▇▇▇ Ohio Finance shall make reasonably available its and JCC’s respective Representatives (if any) responsible for the preparation of the JCC Estimated Closing Statement in order to respond to the inquiries of OpCo Buyer and its Representatives. Prior to the Closing, the parties shall reasonably attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during resolve any disagreements concerning the Estimate Resolution Periodcomputation of any of the items included in the JCC Estimated Closing Statement (including the JCC Estimated Closing Working Capital, the Purchase Price will JCC Estimated Indebtedness, the JCC Estimated Closing Date Cash, the JCC Estimated Transaction Expenses and the JCC Estimated Closing Balance Sheet); provided, that it is acknowledged and agreed that if any disagreements cannot be adjusted as set forth resolved, then the Closing shall occur on the basis of the JCC Estimated Closing Statement provided by ▇▇▇▇ Ohio Finance, and that any unresolved disagreements shall be deferred for resolution pursuant to the post-closing cash consideration adjustment process described in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results of the parties’ good faith negotiations, at the Closing and (b) Seller and Purchaser will resolve any outstanding disagreement regarding the Objection Amount following the Closing in accordance with the procedures set forth in Section 3.2.1(a)(ii) and Section 3.2.2(a2.06(b), as applicable.

Closing Adjustments. Three (3a) If the Management Agreement is entered into on or prior to May 15, 1997, the Sellers and Purchasers will account to each other with respect to the expenses of the Business Days generated in the ordinary course on a historical basis which accrued and the revenues of the Business which were generated on and after May 1, 1997 through the Closing Date. To the extent Sellers paid any expenses related to the Business on or after May 1, 1997 from funds which were not generated by the Business through the rendering of services on or after May 1, 1997 (such expenses being "Sellers' Expense"), Purchasers shall pay in cash to Sellers at Closing a dollar amount equal to the Sellers' Expense. If the Closing occurs after May 15, 1997, the accounting referred to in this Section 5.6(a) shall not be applicable. (b) If the Management Agreement is entered into after May 15, 1997, then all references in this Agreement to the allocation of accounts receivable, accounts payable, accrued interest, unpaid vacation and accrued expenses to the Sellers for the period prior to May 1, 1997 and to the Purchasers from and after May 1, 1997 shall be deemed to be of no force and effect and the Sellers and Purchasers hereby agree that the new date for allocating all accounts receivable, accounts payable, accrued interest, unpaid vacation and accrued expenses to the Sellers and Purchasers shall be the date on which the Company and EESI NY enter into the Management Agreement, it being understood that if the Management Agreement is entered into after May 15, 1997, the Sellers shall be responsible for all accounts payable, accrued interest, accrued unpaid vacation and salary, and accrued unpaid expenses prior to the Management Date and shall be entitled to receive collections from all accounts receivable generated by the Business prior to the Management Date, in addition to all cash on hand in the Company on the Management Date. If the Management Agreement is executed after May 15, 1997, the Purchasers and Sellers shall re-execute the Assignment and Assumption Agreement, Bills of Sale, and such other documents as are necessary to give effect to the allocation described in the preceding two sentences." (c) If the Management Agreement is executed on or prior to May 15, 1997, then the amount of EESI Stock to be delivered to the Sellers pursuant to Section 1.4(b)(i) shall be calculated based upon the Company Debt set forth in Schedule 1.4 as of May 1, 1997 and the amount of EESI Stock to be delivered to the Sellers pursuant to Section 1.4(b)(ii) shall be calculated based upon a per share value of $13.50. If the Management Agreement is executed after May 15, 1997, then the amount of EESI Stock to be delivered to the Sellers pursuant to Section 1.4(b)(i) shall be calculated based upon the Company Debt set forth in Schedule 1.4 as of the Closing Date (provided, however, the ▇▇▇▇▇▇ Debt shall be as set forth in Schedule 1.4 as delivered to Purchasers on May 12, 1997) and the amount of EESI Stock to be delivered to the Sellers pursuant to Section 1.4(b)(ii) shall be calculated based upon a per share value based upon the closing price for EESI's Common Stock on the NASDAQ National Market for the trading day which is five trading days prior to the Closing Date, Seller shall deliver to Purchaser its good faith estimate of the Retained Working Capital as of March 31, 2007 (the “Estimated Retained Working Capital Calculation”), which shall be based upon and reconciled to the Unaudited March Balance Sheet. Within two (2) Business Days following receipt of the Estimated Retained Working Capital Calculation, Purchaser may object in good faith to the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: (i) the specific amount to which Purchaser objects (the “Objection Amount”), (ii) the reasons for Purchaser’s objection (which shall be based on GAAP) and (iii) Purchaser’s proposed adjustments to Seller’s calculation (“Purchaser’s Estimate Objection”). If Purchaser fails to object to the Estimated Retained Working Capital Calculation within such two (2) Business Day period, Purchaser will be deemed to have conclusively agreed with and shall be bound by the Estimated Retained Working Capital Calculation for the purposes of Section 3.3.1(a)(i), and the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital Calculation, Seller and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the Closing (the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results of the parties’ good faith negotiations, at the Closing and (b) Seller and Purchaser will resolve any outstanding disagreement regarding the Objection Amount following the Closing in accordance with the procedures set forth in Section 3.2.1(a)(ii) and Section 3.2.2(a), as applicable."

Closing Adjustments. Three (3a) Business Days The following items affecting the Property shall be apportioned, adjusted or otherwise accounted for between Seller and Buyer as of the Closing Date: (i) Subject to paragraph (d) of this Section, rent, additional rent, common area maintenance, payments to merchants' associations or similar business promotion organizations, and all other charges payable by Seller as tenant under the Leases as follows: (1) any charge payable on a monthly basis which is subject to year end adjustment shall be prorated for the month in which the Closing Date shall occur and any year end adjustment thereof shall be paid by, or the refund from the lessor paid to, Seller and Buyer in proportion to their respective payments thereof (i.e., Seller to make all such payments prior to the Closing Date and Buyer to make all such payments after the Closing Date), and (2) Impositions under the Leases not payable monthly but payable in full after the Closing at the end of a lease year or tax fiscal year, as provided in the respective Leases, shall be prorated as of the Closing Date but Seller will pay Buyer its share thereof within 30 days after Buyer furnishes Seller the billing and substantiation thereof received from each respective lessor; (ii) Buyer shall pay Seller on the Closing Date for any security deposits held by lessors under the Leases, and the Seller's pett▇ ▇▇▇h at each theatre; (iii) Reduced admission tickets, group tickets or so-called other "discount tickets" (collectively "Discount Tickets") issued by Seller prior to the Closing Date and presented by customers for admission to the Theatres on or after the Closing Date shall be honored by Buyer but may be redeemed by Buyer from Seller for the amount shown on the Discount Ticket as the cost paid to Seller for such Ticket. Seller shall also reimburse Buyer in the amount of any gift certificates issued by Seller prior to the Closing Date and used at the Theatres subsequent to the Closing Date, when, as and in the amount said gift certificates are redeemed, provided, however, Buyer shall not be obligated to honor any such gift certificate or Discount Ticket after one (1) year immediately following the Closing Date. Buyer shall (and hereby covenants and agrees to) be bound by all free admission passes distributed prior to the Closing Date by Seller or Seller's authorized agents to third parties. Any monies which Seller shall owe Buyer for reimbursement for Discount Tickets that are presented for payment to Seller within a calendar month in the manner required herein shall be paid to Buyer by the 30th day of the next following calendar month. (b) General real property taxes and other Impositions imposed upon or assessed against the Property (and not otherwise payable by Seller as tenant under the Leases directly to the lessors thereunder or payable by such lessors without any obligation of payment on the part of Seller) shall be remitted to the collecting authorities by Seller if the same are due and payable on or before the Closing Date, and by Buyer if due and payable thereafter; provided, however, such real property taxes and other Impositions imposed upon or assessed against the Property for the current tax fiscal year in which the Closing Date occurs ("Proration Period") shall be apportioned and prorated between Seller and Buyer on and as of the Closing Date with Buyer bearing only the expense of that proportion of such Impositions that the number of days in the Proration Period following and including the Closing Date bears to 365. If the amount of any such taxes, assessments and other Impositions to be borne by the parties hereto, as above provided, is not ascertainable on the Closing Date, Seller shall pay to Buyer its share of the amount of such taxes, assessments or other Impositions within 15 days after receipt by Seller of the appropriate tax bill(▇) evidencing the amount thereof. (c) Seller shall pay all utility costs in respect of the Leased Premises (except to the extent the lessors are liable therefor under the Leases or such costs are a part of a lease charge to be prorated pursuant to clause (i) of paragraph (a) of this Section) incurred prior to the Closing Date, and those incurred thereafter shall be paid by Buyer. If the utility charges for the last utility period cannot be ascertained on the Closing Date, then at such subsequent date as all utility bills for such utility period have been obtained, the parties shall promptly pay their respective prorated amounts. Any deposits of Seller held by utility companies shall deliver be returned to Purchaser Seller, and Buyer shall be responsible for making its good faith estimate own deposits with the utility companies. (d) With respect to any percentage rent (as defined in the respective leases) payable under the Leases for the applicable lease years thereunder during which the lease assignments occur, the percentage rent (taking into account any applicable credits or adjustments) shall be prorated between the Buyer and Seller such that each party shall pay when due that percent of the Retained Working Capital total percentage rent payable which equals such party's respective gross receipts (as of March 31, 2007 (defined in the “Estimated Retained Working Capital Calculation”), which shall be based upon and reconciled to the Unaudited March Balance Sheet. Within two (2respective leases) Business Days following receipt of the Estimated Retained Working Capital Calculation, Purchaser may object in good faith to the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: (i) the specific amount to which Purchaser objects (the “Objection Amount”), (ii) the reasons for Purchaser’s objection (which shall be based on GAAP) and (iii) Purchaser’s proposed adjustments to Seller’s calculation (“Purchaser’s Estimate Objection”). If Purchaser fails to object to the Estimated Retained Working Capital Calculation within such two (2) Business Day period, Purchaser will be deemed to have conclusively agreed with and shall be bound divided by the Estimated Retained Working Capital Calculation total gross receipts for the purposes of Section 3.3.1(a)(i), and the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(isuch lease year. (e) based on the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital Calculation, Seller and Purchaser Buyer shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the Closing (the “Estimate Resolution Period”) to attempt to reach agreement regarding also make such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period other adjustments or apportionments with respect to the Objection AmountProperty as may be necessary to carry out the intention of the parties hereto so that Buyer shall not be liable for matters accruing or occurring prior to the Closing Date and that Seller shall not be liable for matters accruing or occurring from and after the Closing Date and that Seller shall bear all of the expenses and burdens, and shall be entitled to all of the benefits and income, of and from ownership of the Property prior to the Closing Date and Buyer shall bear all such expenses and burdens and shall be entitled to all such benefits and income from and after the Closing Date. (af) The foregoing adjustments shall be determined and payment made from one party to the Purchase Price will be adjusted other (as set forth in Section 3.3.1(a)(ithe case may be) based on the Estimated Retained Working Capital CalculationClosing Date to the extent they are known and agreed to by both parties; otherwise, excluding the Objection Amount adjusted to reflect the results of the parties’ good faith negotiations, at such adjustments shall be determined as soon as possible after the Closing Date and (b) Seller the adjustments, if any, shall be determined and Purchaser will resolve any outstanding disagreement regarding payment made by the Objection Amount following party owing the Closing in accordance with adjustment to the procedures set forth in Section 3.2.1(a)(ii) and Section 3.2.2(a), as applicableother within 30 days after the adjustment is determined.

Closing Adjustments. Three (3a) As soon as practicable prior to the Closing Date, but in no event later than two Business Days prior to the Closing Date, Seller the Company shall deliver to Purchaser provide Parent with a statement setting forth its good faith estimate of the Retained closing Working Capital as of March 31, 2007 (the “"Estimated Retained Working Capital Calculation”Capital"), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transaction contemplated herein), and a full accounting of all Paid Costs, prepared in accordance with Exhibit A ("Estimated Working Capital Statement"). (b) The "Estimated Merger Consideration" means the Consideration Shares, adjusted as follows: (A) If the Estimated Working Capital is less than [Redacted – Dollar Figure – Commercially Sensitive Information] (the "Low Target"), the Estimated Merger Consideration shall be based upon and reconciled decreased by shares of Parent stock having a value equal to the Unaudited March Balance Sheet. Within two (2) Business Days following receipt of difference between the Estimated Retained Working Capital Calculation, Purchaser may object in good faith and the Low Target (the "Closing Reduction"); (B) If the Estimated Working Capital is greater than the Low Target but less than [Redacted – Dollar Figure – Commercially Sensitive Information] (the "High Target") there shall be no adjustment to the Estimated Retained Merger Consideration; and (C) If the Estimated Working Capital Calculation is greater than the High Target, the Estimated Merger Consideration shall be increased by giving written notice shares of Parent stock having a value equal to Seller setting forth in reasonable detail: (i) the specific amount to which Purchaser objects difference between the High Target and the Estimated Working Capital (the “Objection Amount”"Closing Increase"). For the Paid Costs, (ii) the reasons for Purchaser’s objection (which Estimated Merger Consideration shall be based on GAAP) and (iii) Purchaser’s proposed adjustments to Seller’s calculation (“Purchaser’s Estimate Objection”). If Purchaser fails to object increased by shares of Parent stock having a value equal to the amount of the Paid Costs. The Estimated Retained Working Capital Calculation within such two (2) Business Day period, Purchaser will be deemed to have conclusively agreed with and Merger Consideration shall be bound decreased by the Estimated Retained Working Capital Calculation for the purposes shares of Section 3.3.1(a)(i), and the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital Calculation, Seller and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the Closing Parent stock (the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results valued at 75% of the parties’ good faith negotiations, at Issue Price) having a value equal to 50% of the Loan for Pre-Closing and (b) Seller and Purchaser will resolve any outstanding disagreement regarding the Objection Amount following the Closing in accordance with the procedures set forth in Section 3.2.1(a)(ii) and Section 3.2.2(a), as applicableTaxes.

Closing Adjustments. Three (3a) Business Days The following items affecting the Property shall be apportioned, adjusted or otherwise accounted for between Seller and Buyer as of the Closing Date: (i) Subject to paragraph (d) of this Section, rent, additional rent, common area maintenance and all other charges payable by Seller as tenant under the Leases as follows: (1) any charge payable on a monthly basis which is subject to year end adjustment shall be prorated for the month in which the Closing Date shall occur and any year end adjustment thereof shall be paid by, or the refund from the lessor paid to, Seller and Buyer in proportion to their respective payments thereof (i.e., Seller to make all such payments prior to the Closing Date and Buyer to make all such payments after the Closing Date, Seller shall deliver to Purchaser its good faith estimate of the Retained Working Capital as of March 31, 2007 (the “Estimated Retained Working Capital Calculation”), which shall be based upon and reconciled to the Unaudited March Balance Sheet. Within two (2) Business Days following receipt Impositions under the Leases not payable monthly but payable in full after the Closing at the end of a lease year or tax fiscal year, as provided in the respective Leases, shall be prorated as of the Estimated Retained Working Capital Calculation, Purchaser may object in good faith to Closing Date but Seller will pay Buyer its share thereof within 15 days after Buyer furnishes Seller the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: (i) the specific amount to which Purchaser objects (the “Objection Amount”), billing and substantiation thereof received from each respective lessor; (ii) Payments owing by Seller under the reasons for Purchaser’s objection (which shall be based on GAAP) and Leases to merchants' associations or similar business promotion organizations; (iii) Purchaser’s proposed adjustments to Seller’s calculation Buyer shall pay Seller on the Closing Date for any security deposits (“Purchaser’s Estimate Objection”). If Purchaser fails to object to and any interest prescribed by statute) held by lessors under the Estimated Retained Working Capital Calculation within such two (2) Business Day period, Purchaser will be deemed to have conclusively agreed with and shall be bound by the Estimated Retained Working Capital Calculation for the purposes of Section 3.3.1(a)(i)Leases, and the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(iSeller's pett▇ ▇▇▇h at each theatre; (iv) based on the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital CalculationReduced admission tickets, group tickets or so-called other "discount tickets" (collectively "Discount Tickets") issued by Seller and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up prior to the Closing (Date and presented by customers for admission to the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Theatres on or after the Closing Date shall be honored by Buyer but may be redeemed by Buyer from Seller and Purchaser reach agreement during for the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based amount shown on the agreed upon Estimated Retained Working Capital CalculationDiscount Ticket as the cost paid to Seller for such Ticket. If Seller and Purchaser are unable shall also reimburse Buyer in the amount of any gift certificates issued by Seller prior to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results of the parties’ good faith negotiations, at the Closing and (b) Seller and Purchaser will resolve any outstanding disagreement regarding the Objection Amount following the Closing in accordance with the procedures set forth in Section 3.2.1(a)(ii) and Section 3.2.2(a), as applicable.the

Closing Adjustments. Three No later than three (3) Business Days prior to the Closing Date, Seller shall deliver Sellers will cause to Purchaser its be prepared and delivered to Buyer (a) a certificate (which will be subject to the review and approval of Buyer prior to the Closing) signed and certified by the Chief Financial Officer of the Company, setting forth the Sellers’ good faith estimate estimate, in each case prepared in accordance with GAAP, of (1) the Retained Closing Working Capital as of March 31, 2007 Adjustment Amount (the “Estimated Retained Closing Working Capital Calculation”), which shall be based upon and reconciled to the Unaudited March Balance Sheet. Within two (2) Business Days following receipt of the Estimated Retained Working Capital Calculation, Purchaser may object in good faith to the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: (i) the specific amount to which Purchaser objects (the “Objection AmountCapital”), (ii2) the reasons for Purchaser’s objection amount of Closing Indebtedness (which shall be based on GAAP) and (iii) Purchaser’s proposed adjustments to Seller’s calculation (the “Purchaser’s Estimate ObjectionEstimated Closing Indebtedness”). If Purchaser fails to object to , (3) the Closing Transaction Expenses (the “Estimated Retained Working Capital Calculation within such two Closing Transaction Expenses”), (24) Business Day period, Purchaser will be deemed to have conclusively agreed with and shall be bound by the amount of Closing Cash (the “Estimated Retained Working Capital Calculation for the purposes of Section 3.3.1(a)(iClosing Cash”), and (5) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) Closing Date Payment based on the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital Calculationestimates of items (2)-(4) above (such certificate, Seller and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the Closing (the “Estimate Resolution PeriodClosing Certificate”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results of the parties’ good faith negotiations, at the Closing and (b) Seller and Purchaser will resolve any outstanding disagreement regarding documents pertaining to or used in connection with the Objection Amount following preparation of the Closing in accordance with Certificate. The Closing Date Payment payable at Closing under Section 2.03 shall be calculated using the procedures Estimated Closing Indebtedness Amount, Estimated Closing Cash, and Estimated Closing Transaction Expenses set forth in the Closing Certificate; provided, however, that no adjustment shall be made for Estimated Closing Working Capital at Closing. An adjustment and payment for Closing Working Capital, if any, based on the Closing Working Capital Adjustment Amount shall be made only under Section 3.2.1(a)(ii2.04(b). The Sellers will allow Buyer and its Representatives to have reasonable access (at reasonable times and upon reasonable notice and in a manner so as not to unreasonably interfere with the operation of the Company) to the Company’s books and Section 3.2.2(a), as applicablerecords relating to the preparation of the Closing Certificate.

Closing Adjustments. Three (3a) Not later than 12:00 p.m. in Newport Beach, California on the Business Day falling two (2) Business Days prior to the Closing DateClosing, Seller the Company shall deliver to Purchaser its good faith estimate of the Retained Working Capital as of March 31, 2007 Parent a certificate (the “Estimated Retained Working Capital CalculationClosing Estimates Certificate”), which shall be based upon signed by its Chief Executive Officer and reconciled to Chief Financial Officer, certifying the Unaudited March Balance Sheet. Within two (2) Business Days following receipt of the Estimated Retained Working Capital Calculation, Purchaser may object in Company’s good faith to the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: best estimates of (i) the specific amount Management Transaction Bonus Plan Amount; (ii) Company Cash (which shall include confirmation of such amounts by each bank or depository institution holding Company Cash); (iii) the Debt Payment Amount; (iv) the Employee Accrued Bonus Payments; (v) the Company Transaction Expenses; (vi) the D&O Policy Premium; (vii) the Transaction Payroll Taxes; (viii) Closing Assets; (ix) Closing Liabilities; and (x) the Closing Net Assets Adjustment. The amounts set forth in the Closing Estimates Certificate shall be used for calculating the Cash Amount at the Closing. All amounts set forth in the Closing Estimates Certificate shall be determined in accordance with US GAAP. Notwithstanding anything contained herein to which Purchaser objects the contrary, the Closing Net Assets Adjustment may solely reduce (and not increase) the Cash Amount. (b) Parent, UK Acquiror, the Company, UK Subsidiary, and the Stockholder Representative contemplate that Closing Net Assets and the actual Closing Net Assets calculated by Parent pursuant to the Net Assets Calculation will be equivalent to, and will equal, Target Net Assets. Within forty-five (45) days after the Closing Date, Parent shall submit to the Stockholder Representative a written calculation (the “Objection AmountNet Assets Calculation”)) of the actual and final Closing Net Assets Adjustment based upon the Company’s books and records, together with such schedules and supporting documentation as may be reasonable and appropriate to support Parent’s calculations of such actual and final amount (ii) the reasons for Purchaser’s objection (which shall be based on GAAP) and (iii) Purchaser’s proposed adjustments to Seller’s calculation (“Purchaser’s Estimate ObjectionActual Closing Net Assets Adjustment”). If Purchaser fails Subject to object resolution of any disagreement with the Stockholder Representative as set forth herein, UK Acquiror, Parent shall be entitled to recover, through a claim against the Escrow Fund as set forth in Article VIII and the Escrow Agreement, the amount, if any, by which the Actual Closing Net Assets Adjustment exceeds the Closing Net Assets Adjustment. Notwithstanding anything contained herein to the Estimated Retained Working Capital contrary, the Consideration Recipients shall not have the right to receive any additional consideration as a result of the Actual Closing Net Assets Adjustment (even if the Closing Net Assets Adjustment exceeds the Actual Closing Net Assets Adjustment). (c) If the Stockholder Representative disagrees in whole or in part with the Net Assets Calculation, then within thirty (30) days after his or her receipt of the Net Assets Calculation, the Stockholder Representative shall notify Parent of such disagreement in writing (a “Notice of Disagreement”). Any Notice of Disagreement shall set forth in reasonable detail the particulars of the Stockholder Representative’s dispute and shall include a marked copy of the Net Assets Calculation within accompanied by a statement of the Stockholder Representative identifying each specific line item that is in dispute and the basis therefor. During such two thirty (2) Business Day 30)-day period, Purchaser will be deemed the Stockholder Representative and its representatives and agents shall have access (including electronic access, to have conclusively agreed with the extent available), during normal business hours, to the Company’s books, records, working papers, and shall be bound by other documentation used in the Estimated Retained Working Capital preparation of the Net Assets Calculation and access to such personnel or representatives of the Surviving Corporation and Parent, including but not limited to the individuals responsible for preparing the Net Assets Calculation, as they may reasonably require for the purposes of Section 3.3.1(a)(i)investigating or resolving any disputes or responding to any matters or inquiries raised in the Net Assets Calculation. If the Stockholder Representative does not deliver a Notice of Disagreement with the required thirty (30)-day period, the Actual Closing Net Assets Adjustment set forth in the Net Assets Calculation shall be binding and conclusive on the parties and for all purposes under the Agreement and the Escrow Agreement. (d) In the event a Notice of Disagreement has been delivered, Parent and the Stockholder Representative shall use commercially reasonable efforts for a period of fifteen (15) days (or such longer period as they may mutually agree) to resolve any disputed line items set forth in the Notice of Disagreement. If Parent and the Stockholder Representative fail to resolve the matters set forth in the Notice of Disagreement within such period, Parent and the Stockholder Representative shall submit the issues remaining in dispute to an independent registered public accounting firm with headquarters based in the United States reasonably acceptable to Parent and the Stockholder Representative (the “Independent Accountants”) for resolution applying the principles, policies, and practices referred to in this Section 2.7. If issues are submitted to the Purchase Price will Independent Accountants for resolution, (i) the Stockholder Representative and Parent shall furnish or cause to be adjusted furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and as are available to such party or its agents and representatives, and (ii) each of the Stockholder Representative and Parent shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants. The Independent Accountants shall resolve all such disputed issues in accordance U.S. GAAP. The determination by the Independent Accountants of the Actual Closing Net Assets Adjustment shall be set forth in a written notice (the “Independent Accountants’ Notice”) to be delivered to each of the Stockholder Representative and Parent within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute. The determination of the Independent Accountants as set forth in Section 3.3.1(a)(ithe Independent Accountants Notice shall be a final, binding, and conclusive of the Actual Net Assets Adjustment used for all purposes under this Agreement and the Escrow Agreement. The fees and expenses of the Independent Accountants shall be allocated between Parent and the Stockholder Representative in such manner that the Stockholder Representative (solely on behalf of the Indemnifying Parties and in its capacity as the Stockholder Representative, not in its individual capacity) based on the Estimated Retained Working Capital Calculation. If Purchaser objects shall be responsible for that portion of such fees and expenses equal to the Estimated Retained Working Capital Calculation, Seller such fees and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the Closing (the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Periodexpenses multiplied by a fraction, the Purchase Price will be adjusted as numerator of which is the aggregate dollar value of disputed line items submitted in the Notice of Disagreement that were resolved in a manner further from the position set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller Notice of Disagreement and Purchaser are unable to reach agreement during the Estimate Resolution Period with respect closer to the Objection Amount, (a) position submitted by Parent in the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on Net Assets Calculation and the Estimated Retained Working Capital Calculation, excluding denominator of which is the Objection Amount adjusted to reflect the results total dollar value of the parties’ good faith negotiations, at disputed line items so submitted; Parent shall be responsible for the Closing remainder of any such fees and (b) Seller expenses. Payment of any fees and Purchaser will resolve any outstanding disagreement regarding expenses of the Objection Amount following Independent Accountants payable by the Closing in accordance with Stockholder Representative may be paid from the procedures set forth in Section 3.2.1(a)(ii) and Section 3.2.2(a), as applicableStockholder Representative Escrow Amount.

Closing Adjustments. Three (3i) Not later than two (2) Business Days prior to the Closing DateClosing, Seller Sellers shall prepare and deliver to Purchaser its Buyer the following statements, signed by Sellers (collectively, the “Estimated Closing Statement”): (A) a statement calculating the Sellers’ good faith estimate of the Retained Working Capital anticipated outstanding Indebtedness for the Company as of March 31, 2007 the close of business on the Closing Date and the Persons to whom such outstanding Indebtedness is owed and an aggregate total of such outstanding Indebtedness (the “Estimated Retained Working Capital CalculationIndebtedness Amount”), which shall be based upon and reconciled to ; (B) a statement calculating the Unaudited March Balance Sheet. Within two (2) Business Days following receipt Sellers’ good faith estimate of the Estimated Retained Working Capital Calculation, Purchaser may object in good faith anticipated Transaction Expenses remaining unpaid as of the close of business on the Closing Date (including an itemized list of each such unpaid Transaction Expense with a description of the nature of such expense and the Persons to the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: (iwhom such expense is owed) the specific amount to which Purchaser objects (the “Objection Estimated Transaction Expenses”); (C) a statement calculating the Sellers’ good faith estimate of the anticipated amount of the Work in Process for the Company as of the Closing (the “Estimated Work in Process Amount”); and (D) a statement calculating the Sellers’ good faith estimate of the anticipated Net Working Capital for the Company as of the Closing (the “Estimated Net Working Capital”) and the amount, if any, by which the Estimated Net Working Capital is greater than or less than the Target Net Working Capital (the “Estimated Net Working Capital Adjustment”). (ii) the reasons for Purchaser’s objection (which The Estimated Closing Statement shall be based prepared in accordance with GAAP applied on GAAP) and (iii) Purchaser’s proposed adjustments a consistent basis with the Financial Statements provided by Sellers pursuant to Seller’s calculation (“Purchaser’s Estimate Objection”). If Purchaser fails to object to the Estimated Retained Working Capital Calculation within such two (2) Business Day periodthis Agreement, Purchaser will be deemed to have conclusively agreed with and shall be bound delivered together with supporting documentation used by the Sellers in calculating and preparing the Estimated Retained Closing Statement and such other documentation as Buyer shall reasonably request. The Preliminary Purchase Price shall be adjusted consistent with Section 2.02 based on the Estimated Indebtedness Amount, the Estimated Transaction Expenses, the Estimated Work in Process Amount and the Estimated Net Working Capital Calculation for Adjustment and shall be subject to further adjustment after the purposes of Section 3.3.1(a)(i), and the Purchase Price will be adjusted Closing as set forth in Section 3.3.1(a)(i2.05(c) based on the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital Calculation, Seller and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the Closing (the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results of the parties’ good faith negotiations, at the Closing and (b) Seller and Purchaser will resolve any outstanding disagreement regarding the Objection Amount following the Closing in accordance with the procedures set forth in Section 3.2.1(a)(ii) and Section 3.2.2(a), as applicablebelow.

Closing Adjustments. Three Except as otherwise provided herein, the Parties hereby agree that the following items shall be paid, prorated, or adjusted as soon as practical after the Closing Date in the following manner (3the “Closing Adjustments”): (a) Business Days In connection with the assumption of certain of the Assumed Obligations hereunder, the Purchase Price shall be reduced by an amount equal to the amount reflected on Seller’s financial statements as of the Effective Date for the following accounts: customer deposits, warranty reserves and accrued vacation; (b) Excluded Obligations or Liabilities of Seller received or discovered after the Closing Date for periods prior to the Effective Date shall be paid by Seller, (c) Assumed Obligations or Liabilities of Buyer shall be paid by Buyer; (d) Seller and Buyer shall each pay their respective legal fees and expenses and the cost of performance of each of its respective obligations under this Agreement, and (e) Seller shall provide to Buyer a listing of the Inventory as of September 1, 2006. Seller shall conduct a physical inventory on September 5, 2006 (the “Test Inventory”). The Seller shall review the Inventory as of September 1, 2006 and the results of the Test Inventory to determine if any adjustments need to be made to the Target Inventory (the “Estimated Final Inventory”). Buyer may be present and observe the Test Inventory. Seller shall provide the Estimated Final Inventory to Buyer as soon as practicable after the Closing Date, . Buyer shall review the Estimated Final Inventory and notify Seller shall deliver to Purchaser its good faith estimate in writing within five (5) days of receipt of the Retained Working Capital Estimated Final Inventory of any disagreement with the Estimated Final Inventory. In the event no such written notice is provided by Buyer to Seller within such period, the Estimated Final Inventory shall be deemed final (the “Final Inventory”) and appropriate adjustments will be made to the Purchase Price. The Purchase Price shall be adjusted upward or downward to the extent the Final Inventory as of the Effective Date is higher than or lower than the Target Inventory as of March 31, 2007 (2006, and the “Estimated Retained Working Capital Calculation”Parties shall mutually prepare and execute a settlement statement setting forth the foregoing adjustments, if any. To the extent there is an adjustment made to the Purchase Price pursuant to this Section 3.3(e), which such adjustment shall be based upon and reconciled made to the Unaudited March Balance Sheet. Within two (2) Business Days following receipt cash portion of the Purchase Price to be paid at the Closing. In the event Buyer disputes the Estimated Retained Working Capital CalculationFinal Inventory, Purchaser may object the parties will meet to attempt to resolve the disagreement. If the parties are unable in good faith to the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: (i) the specific amount to which Purchaser objects (the “Objection Amount”), (ii) the reasons for Purchaser’s objection (which shall be based on GAAP) and (iii) Purchaser’s proposed adjustments to Seller’s calculation (“Purchaser’s Estimate Objection”). If Purchaser fails to object to the Estimated Retained Working Capital Calculation within resolve such two (2) Business Day period, Purchaser will be deemed to have conclusively agreed with and shall be bound by the Estimated Retained Working Capital Calculation for the purposes of Section 3.3.1(a)(i), and the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital Calculation, Seller and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the Closing (the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Perioddisagreement, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on parties shall refer the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable matter to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results of the parties’ good faith negotiations, at the Closing and (b) Seller and Purchaser will resolve any outstanding disagreement regarding the Objection Amount following the Closing arbitration in accordance with the procedures set forth in provisions of Section 3.2.1(a)(ii) and Section 3.2.2(a), as applicable12.4 hereof.

Closing Adjustments. Three (3a) Business Days prior Each of AT&T and Insight has specified, as applicable, on Exhibit 1 to this Amendment the Net Fair Market Value of the AT&T Assets, the Net Fair Market Value of the Insight Contributed Assets, the AT&T Permitted Debt and the Insight Permitted Debt, each amount to be effective as of the Closing. (b) The first three sentences of Section 3.2(c) of the Original Agreement are amended and restated in their entirety as follows: The AT&T Assets will be contributed to the Partnership subject to debt in the amount of $321,762,400, minus the AT&T Closing DateAdjustment if such amount is to be paid to the Partnership or plus the AT&T Closing Adjustment if such amount is to be paid by the Partnership, Seller shall deliver to Purchaser its good faith estimate in each case as the AT&T Closing Adjustment is estimated as of the Retained Working Capital as of March 31, 2007 Closing Date pursuant to Section 3.3 (the “Estimated Retained Working Capital Calculation”"AT&T Permitted Debt"), . The AT&T Permitted Debt will be represented by one or more Demand Notes which shall be based upon assumed by the Partnership on the Closing Date and reconciled which shall be assumed immediately thereafter by Newco on the Closing Date and which shall be refinanced immediately thereafter with borrowings under the New Credit Agreement. The Insight Contributed Assets will be contributed to the Unaudited March Balance Sheet. Within two (2) Business Days following receipt Partnership subject to debt in the amount of $547,572,000, minus the Insight Closing Adjustment if such amount is to be paid to the Partnership or plus the Insight Closing Adjustment if such amount is to be paid by the Partnership, in each case as the Insight Closing Adjustment is estimated as of the Estimated Retained Working Capital CalculationClosing Date pursuant to Section 3.3 (the "Insight Permitted Debt"). The Insight Permitted Debt will include, Purchaser may object in good faith to the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: without limitation, (i) the specific amount to be borrowed by Insight under one or more Demand Notes to finance a portion of the purchase price payable by Insight under the Sale Agreement, which Purchaser objects (Demand Notes shall be assumed by the “Objection Amount”)Partnership on the Closing Date and which shall be assumed immediately thereafter by Newco on the Closing Date and which shall be refinanced immediately thereafter with borrowings under the New Credit Agreement, (ii) the reasons for Purchaser’s objection obligation of Insight Central Ohio to make payments to its preferred interest holder, Coaxial Central Ohio (the "Insight Central Ohio Component of the Insight Permitted Debt"), in an amount sufficient to enable Coaxial Central Ohio to pay (1) principal on its $140,000,000 10% Senior Notes due 2006 and (2) the accreted value on Coaxial LLC's $55,869,000 12 7/8% Senior Discount Notes due 2008 (collectively, the "Coaxial Central Ohio Debt"), which shall be based on GAAP) indebtedness will remain outstanding, and (iii) Purchaser’s proposed adjustments to Seller’s calculation the principal amount of indebtedness outstanding under the Insight Central Ohio Credit Agreement, which indebtedness will remain outstanding. (“Purchaser’s Estimate Objection”). If Purchaser fails to object c) The first four sentences of Section 3.2(d) of the Original Agreement are amended and restated in their entirety as follows: Immediately prior to the Estimated Retained Working Capital Calculation within such two Closing, the AT&T Subsidiaries or their transferees and Insight will enter into the Demand Notes pursuant to which (1) the AT&T Subsidiaries or their transferees will refinance debt in an amount equal to all of the AT&T Permitted Debt and (2) Business Day periodInsight will refinance debt in an amount equal to a portion of the Insight Permitted Debt, Purchaser other than the Insight Central Ohio Component of the Insight Permitted Debt and other than the indebtedness under the Revolving Credit Agreement dated as of October 7, 1998, as heretofore amended, among Insight Central Ohio and the lenders party thereto (the "Insight Central Ohio Credit Agreement"). On the Closing Date Newco will be deemed enter into a credit agreement on commercially reasonable terms (the "New Credit Agreement"), pursuant to have conclusively agreed with which Newco will refinance all remaining indebtedness outstanding under the respective bank credit agreements of Indiana LLC and Insight Kentucky Partners I, L.P. (the "Existing Bank Debt"). Prior to the Partnership and Newco assuming the Demand Notes representing a portion of the Insight Permitted Debt, Insight shall be bound by the Estimated Retained Working Capital Calculation solely liable for such Demand Notes and TCI LLC shall not be liable for the purposes of Section 3.3.1(a)(i)foregoing indebtedness. Prior to the Partnership and Newco assuming the Demand Notes representing the AT&T Permitted Debt, the AT&T Subsidiaries or their transferees shall be solely liable for such Demand Notes and Insight shall not be liable for the foregoing indebtedness. On the Closing Date the Partnership will assume the Demand Notes, which in turn Newco will immediately assume from the Partnership, and the Purchase Price AT&T Subsidiaries or their transferees and Insight will be adjusted as set forth in Section 3.3.1(a)(i) based on released from all of their obligations under the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital Calculation, Seller and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the Closing (the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results of the parties’ good faith negotiations, at the Closing and (b) Seller and Purchaser will resolve any outstanding disagreement regarding the Objection Amount following the Closing Demand Notes in accordance with the procedures set forth provisions of the related Assumption Agreement and the New Credit Agreement will thereafter be non-recourse to TCI LLC and Insight. (d) Section 3.3 of the Original Agreement is amended and restated in Section 3.2.1(a)(ii) and Section 3.2.2(a), its entirety as applicable.follows:

Closing Adjustments. Three Pursuant to Section 1.5 of the Purchase Agreement and subject to all the provisions thereof, (3a) Business Days prior If the Adjusted Average Price is less than the Average Price (and after giving effect to the Closing Date, Seller shall deliver to Purchaser its good faith estimate terms of Section 1.5(c)(3) of the Retained Working Capital as of March 31, 2007 (the “Estimated Retained Working Capital Calculation”Purchase Agreement), which Buyer shall be based upon and reconciled issue to each Participating Seller, within 30 days of the end of the Adjustment Period, the number of shares of CyberGuard Common Stock equal to the Unaudited March Balance Sheet. Within two difference between (1) the product of (A) the number of shares of Closing Delivered Shares owned by such Participating Seller at the end of the Adjustment Period multiplied by (B) the quotient of the Average Price divided by the Adjusted Average Price, and (2) Business Days following receipt the number of Closing Delivered Shares owned by such Participating Seller at the end of the Estimated Retained Working Capital CalculationAdjustment Period. The parties hereto agree that, Purchaser may object in good faith pursuant to this subsection, the Buyer shall issue the number of shares of Cyberguard Common Stock as set forth on Exhibit A to each of the Participating Sellers as set forth thereon. (b) If the Adjusted Average Price is greater than the Average Price, Buyer shall deduct from the Escrow Shares otherwise allocated to each Participating Seller and cause such shares to be cancelled or returned to the Estimated Retained Working Capital Calculation by giving written notice treasury of Buyer, within 30 days of the end of the Adjustment Period, the number of Escrow Shares equal to Seller setting forth in reasonable detail: the difference between (i1) the specific amount to which Purchaser objects product of (the “Objection Amount”), (iiA) the reasons for Purchaser’s objection number of Closing Delivered Shares owned by such Participating Seller at the end of the Adjustment Period multiplied by (which shall be based on GAAPB) the quotient of the Adjusted Average Price divided by the Average Price, and (iii) Purchaser’s proposed adjustments to Seller’s calculation (“Purchaser’s Estimate Objection”). If Purchaser fails to object to the Estimated Retained Working Capital Calculation within such two (2) Business Day period, Purchaser will be deemed the number of Closing Delivered Shares owned by such Participating Seller at the end of the Adjustment Period. The parties hereto agree that the Buyer shall deduct from the Escrow Shares allocated to have conclusively agreed with and shall be bound by each of the Estimated Retained Working Capital Calculation for Participating Sellers the purposes number of Section 3.3.1(a)(i), and the Purchase Price will be adjusted Escrow Shares as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital Calculation, Seller and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the Closing (the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results of the parties’ good faith negotiations, at the Closing and (b) Seller and Purchaser will resolve any outstanding disagreement regarding the Objection Amount following the Closing in accordance with the procedures set forth in Section 3.2.1(a)(ii) and Section 3.2.2(a), as applicableExhibit B hereto.

Closing Adjustments. Three (3i) Not less than one Business Days Day prior to the Closing DateClosing, Seller Seller's Representative shall prepare and deliver to Purchaser its Buyer a statement (the "Estimated Closing Statement") setting forth his good faith estimate of (A) Closing Indebtedness other than Assumed Indebtedness (the Retained "Estimated Closing Indebtedness") and (B) Effective Time Working Capital as of March 31, 2007 (the “"Estimated Retained Effective Time Working Capital Calculation”Capital"), which shall statement will be based upon calculated in the manner consistent with the Target Companies' Financial Statements and reconciled prior periods, and which will contain an estimated consolidated balance sheet of the Target Companies as of the Effective Time (without giving effect to the Unaudited March transactions contemplated herein other than the payment of Indebtedness contemplated by Section 2.03(c)), calculations of Estimated Closing Indebtedness and Estimated Effective Time Working Capital, and a certificate of an officer of the Company that the Estimated Closing Statement was prepared (x) in accordance with GAAP (with the exceptions set forth on Section 3.06 of the Disclosure Schedule) applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Interim Balance SheetSheet for the most recent fiscal year end and (y) as if such Estimated Closing Statement was being prepared as of a fiscal year end. (ii) If the Estimated Effective Time Working Capital is between 90% and 110% of Target Working Capital, then there will be no increase or decrease in the Closing Payment with respect to Target Working Capital and the Closing Adjustment, and the Closing Payment will be decreased by the amount, if any, of Estimated Closing Indebtedness. Within two (2) Business Days following receipt If Estimated Effective Time Working Capital is greater than 110% of Target Working Capital, then the Closing Payment will be adjusted as follows: the Closing Payment will be increased by the amount of the Estimated Retained Effective Time Working Capital Calculation, Purchaser may object in good faith to the Estimated Retained excess of 110% of Target Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: (i) the specific amount to which Purchaser objects (the “Objection Amount”), (ii) the reasons for Purchaser’s objection (which shall be based on GAAP) and (iii) Purchaser’s proposed adjustments to Seller’s calculation (“Purchaser’s Estimate Objection”). If Purchaser fails to object to the Estimated Retained Working Capital Calculation within such two (2) Business Day period, Purchaser will be deemed to have conclusively agreed with and shall be bound decreased by the Estimated Retained Closing Indebtedness. If Estimated Effective Time Working Capital Calculation for the purposes is less than 90% of Section 3.3.1(a)(i)Target Working Capital, and then the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital Calculation, Seller and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the Closing (the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Period, follows: the Purchase Price will be adjusted as decreased by the amount by which Estimated Effective Time Working Capital falls below 90% of Target Working Capital and further decreased by the Estimated Closing Indebtedness. (iii) If the calculations set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) this paragraph result in a reduction in the Purchase Price will Price, then the principal balance of the Buyer Parent Note shall be adjusted as reduced by the amount of the Closing Payment reduction. (iv) If the calculations set forth in Section 3.3.1(a)(i) based on this paragraph result in an increase in the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results amount of the parties’ good faith negotiationsPurchase Price, at then the Company may either distribute cash equal to the increase immediately prior to Closing to Seller or if such amount is not distributed prior to Closing, then the Closing and (b) Seller and Purchaser Payment will resolve any outstanding disagreement regarding the Objection Amount following the Closing in accordance with the procedures set forth in Section 3.2.1(a)(ii) and Section 3.2.2(a), as applicablebe increased by such amount.

Closing Adjustments. Three (3a) Not less than two (2) Business Days prior to the anticipated Closing Date, Seller Parent shall deliver to provide Purchaser its with (i) a good faith estimate of the Retained Working Capital First Share Sale Entities Cash and First Share Sale Entities Indebtedness, in each case as of March 31, 2007 the Share Sale Effective Time (the “Estimated Retained Working Capital CalculationFirst Share Sale Closing Statement”), (ii) a good faith estimate of Second Share Sale Entities Cash and Second Share Sale Entities Indebtedness, in each case as of the Share Sale Effective Time (the “Estimated Second Share Sale Closing Statement”) and (iii) a good faith estimate of Contribution Entities Cash and Contribution Entities Indebtedness, in each case as of the Contribution Effective Time (in each case, setting out separately such amounts for the Danish Entity) (the “Estimated Contribution Closing Statement,” and together with the Estimated First Share Sale Closing Statement and the Estimated Second Share Sale Closing Statement, the “Estimated Closing Statements”), which shall be based upon accompanied by a notice that sets forth (A)(x) Parent’s determination of the Closing First Share Sale Adjustment and reconciled the Closing First Share Sale Consideration after giving effect to the Unaudited March Balance SheetClosing First Share Sale Adjustment and (y) the account or accounts to which the First Share Sale Purchasers shall transfer the Closing First Share Sale Consideration pursuant to Section 2.2(b)(ii); (B)(x) Parent’s determination of the Closing Second Share Sale Adjustment and the Closing Second Share Sale Cash Consideration after giving effect to the Closing Second Share Sale Adjustment and (y) the account or accounts to which the Second Share Sale Purchasers shall transfer the Closing Second Share Sale Cash Consideration pursuant to Section 2.2(b)(ii); and (C) Parent’s determination of the Closing Contribution Adjustment and, if the Closing Contribution Adjustment is a negative amount, the account or accounts to which Purchaser shall pay the Closing Contribution Adjustment pursuant to Section 2.2(b)(ii). Within two If the Closing Contribution Adjustment is a positive amount, at least one (21) Business Days following receipt of Day prior to the Estimated Retained Working Capital Calculationanticipated Closing Date, Purchaser may object shall provide Parent with the account or accounts to which SwissCo shall pay the Closing Contribution Adjustment at the Closing pursuant to Section 2.2(b)(i). (b) The Estimated Closing Statements shall be prepared in good faith to the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: (i) the specific amount to which Purchaser objects (the “Objection Amount”), (ii) the reasons for Purchaser’s objection (which shall be based on GAAP) and (iii) Purchaser’s proposed adjustments to Seller’s calculation (“Purchaser’s Estimate Objection”). If Purchaser fails to object to the Estimated Retained Working Capital Calculation within such two (2) Business Day period, Purchaser will be deemed to have conclusively agreed with and shall be bound by the Estimated Retained Working Capital Calculation for the purposes of Section 3.3.1(a)(i), and the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital Calculation, Seller and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the Closing (the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results of the parties’ good faith negotiations, at the Closing and (b) Seller and Purchaser will resolve any outstanding disagreement regarding the Objection Amount following the Closing in accordance with the procedures set forth in Section 3.2.1(a)(ii) and Section 3.2.2(aAccounting Principles attached as Schedule II hereto (the “Accounting Principles”), as applicable.

Closing Adjustments. Three (3) Business Days prior to the Closing Date, Seller shall deliver to Purchaser its prior to the Closing a written certificate executed by Seller’s chief financial officer setting forth his or her good faith estimate of the Retained Net Working Capital, which shall include a separate line item for each element comprising Net Working Capital as of March 31, 2007 (the “Estimated Retained Net Working Capital”) as of the Closing Date (the “Estimated Net Working Capital CalculationStatement”), and a good faith estimate of the balance sheet of the Business as of the Closing Date from which Estimated Net Working Capital shall be based upon and reconciled to the Unaudited March Balance Sheet. Within two derived (2) Business Days following receipt including a good faith estimate of the Closing Indebtedness). The Estimated Retained Net Working Capital Calculation, Purchaser may object in good faith to Statement and the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: (i) the specific amount to which Purchaser objects (the “Objection Amount”), (ii) the reasons for Purchaser’s objection (which estimated balance sheet shall be based on GAAP) prepared in accordance with GAAP and (iii) Purchaser’s proposed adjustments to Seller’s calculation (“Purchaser’s Estimate Objection”). If Purchaser fails to object to the Estimated Retained Working Capital Calculation within such two (2) Business Day period, Purchaser will be deemed to have conclusively agreed with Seller Accounting Principles as outlined in Exhibit H and shall be bound by in form and substance reasonably satisfactory to Purchaser. Purchaser shall have the Estimated Retained Working Capital Calculation for the purposes of Section 3.3.1(a)(i), and the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based opportunity to provide comments to Seller on the Estimated Retained Net Working Capital Calculation. If Purchaser objects to Statement and the closing balance sheet (including the determination of Closing Indebtedness) and the Estimated Retained Net Working Capital Calculation, Seller and Purchaser Statement shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up be modified prior to the Closing (Date to reflect any comments of Purchaser that are consistent with the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the agreed upon appropriate calculation of Estimated Retained Net Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results of the parties’ good faith negotiations, at the Closing and (b) Seller and Purchaser will resolve any outstanding disagreement regarding the Objection Amount following the Closing Indebtedness in accordance with the procedures set forth in Section 3.2.1(a)(ii) terms of this Agreement. Seller shall permit Purchaser and Section 3.2.2(aits representatives and advisors the opportunity to review all workpapers and other supporting documentation regarding the Estimated Net Working Capital Statement and the estimated balance sheet of the Business as of the Closing Date. If the Estimated Net Working Capital is greater than the Net Working Capital shown on the Reference Net Working Capital Statement (the “Reference Net Working Capital”), the Cash Purchase Price to be paid at the Closing shall be increased dollar for dollar by such excess amount, and, if the Estimated Net Working Capital is less than the Reference Net Working Capital, the Cash Purchase Price shall be decreased dollar for dollar by such shortfall. The Cash Purchase Price as applicableso adjusted is hereafter called the “Estimated Cash Purchase Price.”

Closing Adjustments. Three (3a) Business Days prior Within sixty (60) calendar days after the Closing, Parent will calculate the Cash Merger Consideration as of the Adjustment Time and will send its calculations (which shall include calculations of each component of Cash Merger Consideration) to the Closing DateStockholders’ Representative in writing, Seller shall deliver along with reasonable supporting details. Parent will make available to Purchaser the Stockholders’ Representative and its good faith estimate auditors, employees and advisors all records and work papers used in calculating the Cash Merger Consideration and Parent’s employees and representatives who prepared such calculation, and will otherwise reasonably cooperate with Stockholders’ Representative in its review of the Retained Working Capital same. If the Stockholders’ Representative disagrees with Parent’s calculation of the Cash Merger Consideration, the Stockholders’ Representative may, within thirty (30) calendar days after receipt of Parent’s written statement, deliver a written notice to Parent setting forth in reasonable detail Stockholders’ Representative’s objections to Parent’s calculation of the Cash Merger Consideration. Any such notice of disagreement shall specify those items or amounts as to which Stockholders’ Representative disagrees. If the Stockholders’ Representative does not deliver any such written notice to Parent within thirty (30) calendar days after Parent delivers its calculations of Cash Merger Consideration to the Stockholders’ Representative, the Stockholders’ Representative shall be deemed to have accepted Parent’s calculations. If written notice of disagreement shall have been delivered by the Stockholders’ Representative in accordance with this Section 2.10(a), Parent and the Stockholders’ Representative shall, during the thirty (30) calendar days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the Cash Merger Consideration as of March 31the Adjustment Time. If, 2007 during such period, Parent and Stockholders’ Representative are unable to reach agreement on the disputed items or amounts, then either Parent or Stockholders’ Representative may submit the disputed items or amounts to BDO USA LLP or, if BDO USA LLP is unable to serve, Parent and Stockholders’ Representative shall appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants (as applicable, the “Estimated Retained Working Capital CalculationIndependent Accounting Firm”), which shall be based upon retained jointly by Parent and reconciled the Stockholders’ Representative to resolve any disputes between Parent and the Stockholders’ Representative over such disputed items, (and only such disputed items or amounts), consistent with the definitions thereof; provided, that in no event shall the Independent Accounting Firm’s determination of any disputed amount be greater than the highest amount proposed by either Stockholders’ Representative or Parent for the disputed amount, or lower than the lowest amount proposed by either Stockholders’ Representative or Parent for the disputed amount. The determination(s) of the Independent Accounting Firm shall be final and binding on Parent and Stockholders’ Representative absent manifest error. The fees and expenses of the Independent Accounting Firm shall be borne by Stockholders’ Representative (on behalf of the Equityholders) and Parent in proportion to the Unaudited March Balance Sheetrelative amounts by which their respective calculations of any disputed amounts, in the aggregate, differ from the Independent Accounting Firm’s determination as contemplated by this provision. Within two The Cash Merger Consideration as of the Adjustment Time as finally determined pursuant to this Section 2.10(a) is referred to as the “Actual Cash Merger Consideration”. (2b) If the Actual Cash Merger Consideration exceeds the Effective Time Cash Merger Consideration, then Parent will pay to the Paying Agent (for further distribution to the Equityholders) the amount by which the Actual Cash Merger Consideration exceeds the Effective Time Cash Merger Consideration in cash by wire transfer of immediately available funds (to an account specified in writing by Paying Agent) within five (5) Business Days following receipt after determination of the Estimated Retained Actual Cash Merger Consideration; provided, however, that amounts otherwise payable to the Paying Agent pursuant to this sentence shall not be paid to the extent (and only to the extent) that the distribution of such payment to Equityholders would cause the first sentence of Section 2.07(c) to be untrue. If the Effective Time Cash Merger Consideration exceeds the Actual Cash Merger Consideration, then Parent and Stockholders’ Representative shall direct the Escrow Agent to release from the Escrow Account a number of Working Capital CalculationShares having a value equal, Purchaser may object in good faith assuming that the value of each such Working Capital Share is equal to the Estimated Retained Parent Stock Price, to the amount by which the Effective Time Cash Merger Consideration exceeds the Actual Cash Merger Consideration to Parent within five (5) Business Days after determination with any remaining Working Capital Calculation Shares in the Escrow Account to be simultaneously released to the Stockholders (subject to Section 2.14(c)(i)) in accordance with their respective Stockholder Escrow Pro Rata Shares. In the event that the full amount by giving written notice to Seller setting forth in reasonable detail: which the Effective Time Cash Merger Consideration exceeds the Actual Cash Merger Consideration (isuch amount, the “Excess Amount”) is greater than the specific amount to which Purchaser objects Working Capital Escrow Amount (the difference between the Working Capital Escrow Amount and the Excess Amount, being the “Objection AmountAdjustment Funds Shortfall”), (ii) the reasons for Purchaser’s objection (which Parent shall be based on GAAPentitled to recover such Adjustment Funds Shortfall from the Escrow Amount held by the Escrow Agent. (c) and (iii) Purchaser’s proposed Any payment made with respect to adjustments made pursuant to Seller’s calculation (“Purchaser’s Estimate Objection”). If Purchaser fails to object to the Estimated Retained Working Capital Calculation within such two (2) Business Day period, Purchaser will this Section 2.10 shall be deemed to have conclusively agreed with and shall be bound by the Estimated Retained Working Capital Calculation for the purposes of Section 3.3.1(a)(i)be, and the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital Calculation, Seller and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the Closing (the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results each of the parties’ good faith negotiationsCompany and Parent shall treat such payments as, at the Closing an adjustment to Merger Consideration for U.S. federal, state and (b) Seller and Purchaser will resolve any outstanding disagreement regarding the Objection Amount following the Closing in accordance with the procedures set forth in Section 3.2.1(a)(ii) and Section 3.2.2(a), as applicablelocal income Tax purposes.

Closing Adjustments. Three (3) Business Days prior to Purchaser shall be charged at the Closing Datewith the following items, Seller shall deliver to Purchaser its good faith estimate adjusted as of midnight of the Retained Working Capital as of March 31, 2007 (day immediately preceding the “Estimated Retained Working Capital Calculation”), which shall be based upon and reconciled to Closing: prepaid real estate taxes apportioned on the Unaudited March Balance Sheet. Within two (2) Business Days following receipt basis of the Estimated Retained Working Capital Calculation, real estate tax year; prepaid water and sewer rents apportioned on the basis of the applicable payment period; the reasonable value of fuel on hand; and the pro-rated value of all existing policies of insurance. Purchaser may object in good faith to shall likewise be credited at the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detailClosing with the following items: (i) accrued real estate taxes apportioned on the specific amount to which Purchaser objects (basis of the “Objection Amount”), real estate tax year; (ii) the reasons for Purchaser’s objection (which shall be based on GAAP) and accrued real estate assessments; (iii) Purchaser’s proposed adjustments to Seller’s calculation charges accrued for electricity, sewer, water, steam and gas; (“Purchaser’s Estimate Objection”). If Purchaser fails to object to iv) prepaid rents covering any period from and after the Estimated Retained Working Capital Calculation within such two Closing (2) Business Day periodit being understood and agreed that for purposes hereof, Purchaser will "prepaid rents" shall not be deemed to have conclusively agreed include the amount of free rent to which American Tissue Corporation is entitled under its lease with the Corporation of a portion of the real property owned by the Corporation); (v) an amount equal to the deposits made by tenants under leases; (vi) an amount equal to all items 3 carried by the Corporation, or which should be carried, for rent refunds; (vii) accounts payable; (viii) an amount equal to the sum of all unpaid Taxes (as hereinafter defined) (other than real estate taxes) of the Corporation for any fiscal year up to and including its fiscal year ended December 31, 1995, together with the amount of Taxes, if any, accrued for the elapsed part of the fiscal year of the Corporation commencing January 1, 1996, and ending at Closing. Such apportionment, however, shall not be deemed conclusive upon Purchaser or prejudice any of Purchaser's rights or claims in respect of the Corporation's unpaid Taxes or liabilities, if any; (ix) an amount equal to the sum of operating expenses and insurance, unpaid and accrued as of the Closing, exclusive of water charges, if any, payable by tenants. The term "operating expenses" shall be bound by the Estimated Retained Working Capital Calculation for the purposes of Section 3.3.1(a)(i), deemed to include (but not be limited to) employee's salaries and the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(iwages and apportioned vacation pay; and (x) based on the Estimated Retained Working Capital Calculation. If Purchaser objects an amount equal to the Estimated Retained Working Capital Calculation, total of all transfer taxes payable in connection with the transfer of the Shares by Seller to Purchaser and Purchaser such amount shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up be applied to the Closing (the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results payment of the parties’ good faith negotiations, at the Closing and (b) Seller and Purchaser will resolve any outstanding disagreement regarding the Objection Amount following the Closing in accordance with the procedures set forth in Section 3.2.1(a)(ii) and Section 3.2.2(a), as applicabletransfer taxes.

Closing Adjustments. Three Within ninety (390) Business Days days subsequent to the ------------------- Closing Date, the Company shall deliver to Purchaser (a) a balance sheet of the Internet Division and a supporting schedule of the Excluded Equipment the Excluded Inventory (the "Audited Excluded Equipment and Inventory") prepared in ---------------------------------------- reasonable detail and in accordance with generally accepted accounting principles ("GAAP") and audited and certified by an independent certified public ---- accountant (the "Auditor") selected by the Company, but subject to the ------- reasonable satisfaction of Purchaser and (b) a schedule setting forth in reasonable detail the balance on the Closing Date of the Included Receivables, the Included Deposits and Prepaid Expenses, and the Assumed Payables, and the net amount of such accounts (the "Final Receivables/Payables Balance") such ---------------------------------- amount being certified by the Company's chief financial officer as materially accurate as of the Closing Date (collectively, the "Financial Information"). --------------------- If any items of personal property exist that are included only in either (i) the Excluded Equipment or the Excluded Inventory or (ii) the Audited Excluded Equipment and Inventory, and the aggregate net fair market value of such items of personal property (as determined by the Auditor) exceed the sum of Ten Thousand Dollars ($10,000) in favor of either the Company or Purchaser, then the aggregate net fair market value of such items of personal property in favor of Purchaser or the Company shall be referred to herein as the "Equipment and Inventory ----------------------- Difference". ---------- Any difference between the Receivables/Payables Balance and the Final Receivables/Payables Balance shall be referred to herein as the "Receivables/Payables Difference". ------------------------------- If the aggregate of the Equipment and Inventory Difference and the Receivables/Payables Difference exceeds the sum of Fifty Thousand Dollars ($50,000) (the "Payment Amount") in favor of either Purchaser or the Company -------------- (the "Recipient"), then, within ninety (90) days of Purchaser's receipt of the --------- Financial Information, the other party (the "Payor") shall pay the Recipient the ----- Payment Amount either in cash or, in the discretion of the Payor, by transferring of any item of personal property the fair market value of which is included in the Inventory and Equipment Difference to the Recipient. The Payor's transfer of such item of personal property shall be treated as a payment of cash to the Recipient to the extent of the fair market value thereof as determined by the Auditor for purposes of computing the Equipment and Inventory Difference. In lieu of receiving the Payment Amount, the Recipient may elect to offset, to the extent of the Payment Amount, any obligation in whole or in part that it may have to the Payor either under this Agreement or any other agreement (the "Offset Right"). The Recipient may exercise its Offset Right by providing the ------------ Payor written notice of its election thereof prior to the date on which the Recipient receives full payment of the Payment Amount. If, within one hundred eighty (180) days subsequent to the Closing Date, either the Company or Purchaser discover that any asset or liability (other than the categories of assets and liabilities addressed in the procedures set forth above in this Section 2.2) was inadvertently included in or excluded from the Included Assets or Assumed liabilities, then such party shall promptly notify the other party of such discovery and the Company shall promptly request that the Auditor determine from its examination of the records of the Service Division whether such asset or liability in question shall be included or excluded from the Included Assets or the Assumed Liabilities because the Company predominantly accounted for either such item or any income or expense associated with such item produced by such item on the books and records of the Service Division prior to the Closing Date, Seller shall deliver to Purchaser its good faith estimate of the Retained Working Capital as of March 31, 2007 (the “Estimated Retained Working Capital Calculation”), which shall be based upon and reconciled to the Unaudited March Balance Sheet. Within two (2) Business Days following receipt of the Estimated Retained Working Capital Calculation, Purchaser may object in good faith to the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: (i) the specific amount to which Purchaser objects (the “Objection Amount”), (ii) the reasons for Purchaser’s objection (which shall be based on GAAP) and (iii) Purchaser’s proposed adjustments to Seller’s calculation (“Purchaser’s Estimate Objection”). If Purchaser fails to object to the Estimated Retained Working Capital Calculation within Auditor determines that any of such two (2) Business Day periodassets or liabilities were inadvertently included in or excluded from the Included Assets or the Assumed Liabilities, Purchaser will be deemed to have conclusively agreed then, in accordance with and shall be bound by Section 10.1 hereof, the Estimated Retained Working Capital Calculation for the purposes of Section 3.3.1(a)(i), and the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital Calculation, Seller Company and Purchaser shall confer in good faith following Seller’s receipt take all actions necessary to secure the transfer or assumption of Purchaser’s Estimate Objection for any such asset or liability. The determination of the period up to Auditor shall be binding on both the Closing (the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller Company and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will and shall not be adjusted as set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable subject to reach agreement during the Estimate Resolution Period with respect to the Objection Amount, (a) the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation, excluding the Objection Amount adjusted to reflect the results a right of the parties’ good faith negotiations, at the Closing and (b) Seller and Purchaser will resolve any outstanding disagreement regarding the Objection Amount following the Closing in accordance with the procedures set forth in Section 3.2.1(a)(ii) and Section 3.2.2(a), as applicableappeal.

Closing Adjustments. Three (3a) At least five (5) Business Days prior to the Closing Date, Seller Vista Outdoor shall prepare and deliver to Purchaser its Parent a statement (the “Estimated Closing Statement”) setting forth Vista Outdoor’s good faith estimate of the Retained Working Capital as of March 31, 2007 (the “Estimated Retained Working Capital Calculation”), which shall be based upon and reconciled to the Unaudited March Balance Sheet. Within two (2) Business Days following receipt of the Estimated Retained Working Capital Calculation, Purchaser may object in good faith to the Estimated Retained Working Capital Calculation by giving written notice to Seller setting forth in reasonable detail: (i) the specific amount to which Purchaser objects Closing Cash (the such estimate, “Objection AmountEstimated Closing Cash”), (ii) Closing Working Capital (such estimate, “Estimated Closing Working Capital”), (iii) Closing Debt (such estimate, Estimated Closing Debt”), (iv) Transaction Expenses (such estimate, “Estimated Transaction Expenses”), (v) Closing Taxes (such estimate, “Estimated Closing Taxes”), (vi) Closing Transaction Tax Deductions (such estimate, “Estimated Closing Transaction Tax Deductions”), (vii) the reasons for Purchaser’s objection Closing Non-Cash Debt (which shall be based on GAAPsuch estimate, “Estimated Closing Non-Cash Debt”) and (iiivii) Purchaser’s proposed adjustments to Seller’s calculation (“Purchaser’s Estimate Objection”). If Purchaser fails to object to the Estimated Retained Working Capital Calculation within such two (2) Business Day periodClosing Adjustment Amount, Purchaser will be deemed to have conclusively agreed in each case, together with and shall be bound by the Estimated Retained Working Capital Calculation for the purposes of Section 3.3.1(a)(i), and the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the Estimated Retained Working Capital Calculation. If Purchaser objects to the Estimated Retained Working Capital Calculation, Seller and Purchaser shall confer in good faith following Seller’s receipt of Purchaser’s Estimate Objection for the period up to the Closing (the “Estimate Resolution Period”) to attempt to reach agreement regarding such Objection Amount. If Seller and Purchaser reach agreement during the Estimate Resolution Period, the Purchase Price will be adjusted as set forth in Section 3.3.1(a)(i) based on the agreed upon Estimated Retained Working Capital Calculation. If Seller and Purchaser are unable to reach agreement during the Estimate Resolution Period reasonably detailed schedules with respect to the Objection Amount, (a) determination thereof to support the Purchase Price will be adjusted as estimates set forth in Section 3.3.1(a)(i) based on the Estimated Retained Closing Statement. The Estimated Closing Statement shall be prepared in accordance with the terms of this Agreement, including the Accounting Principles. The Parties agree that the purpose of preparing the Estimated Closing Statement is to estimate the amounts of Closing Cash, Closing Working Capital CalculationCapital, excluding the Objection Amount adjusted to reflect the results of the parties’ good faith negotiationsClosing Debt, at Transaction Expenses, Closing Taxes, Closing Transaction Tax Deductions and the Closing and Adjustment Amount in accordance with the terms of this Agreement, including the Accounting Principles. (b) Seller As promptly as practicable, and Purchaser will resolve in any outstanding disagreement regarding the Objection Amount event within 90 days following the Closing Date, Vista Outdoor shall prepare and deliver to Revelyst a statement (the “Closing Statement”) setting forth Vista Outdoor’s good faith calculation of (i) Closing Cash, (ii) Closing Working Capital, (iii) Closing Debt, (iv) Transaction Expenses, (v) Closing Taxes, (vi) Closing Transaction Tax Deductions and (vii) the Closing Adjustment Amount, in each case, together with reasonably detailed schedules with respect to the determination thereof to support the calculations set forth in the Closing Statement. The Closing Statement shall be prepared in accordance with the terms of this Agreement, including the Accounting Principles. The Parties agree that the purpose of preparing the Closing Statement is to measure and determine the amount of Closing Cash, Closing Working Capital, Closing Debt, Transaction Expenses, Closing Taxes, Closing Transaction Tax Deductions and the Closing Adjustment Amount in accordance with the terms of this Agreement, including the Accounting Principles. (c) Following the delivery of the Closing Statement, Vista Outdoor shall, subject to reasonable advance written request (email being sufficient), provide Revelyst and its Representatives with reasonable access during normal business hours, and in such a manner as to not interfere with the normal operations of Vista Outdoor and each other member of the Vista Outdoor Group, to the Records and relevant advisors (subject to the execution of any required customary access letters), personnel and properties of Vista Outdoor and each other member of the Vista Outdoor Group to the extent reasonably relevant to Revelyst’s review of the Closing Statement; provided that Revelyst shall, and shall cause its Representatives to, keep any nonpublic information shared with it confidential. The Closing Statement shall become final and binding upon the Parties 45 days after receipt thereof by Revelyst, unless Revelyst gives written notice of its disagreement with such Closing Statement (such notice, a “Notice of Disagreement”) to Vista Outdoor on or prior to such date, together with reasonable supporting materials. The Notice of Disagreement, if any, shall specify in reasonable detail the nature, item and amount of any disagreement so asserted. Any item or amount that Revelyst does not dispute in the Notice of Disagreement within such 45-day period will be final, binding and conclusive for all purposes under this Agreement. If a timely Notice of Disagreement is received by Vista Outdoor, then the Closing Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date on which Vista Outdoor and Revelyst resolve in writing any differences they have with respect to the matters specified in such Notice of Disagreement and (ii) the date on which all such disputed matters are finally resolved in writing by the Independent Expert pursuant to the procedures set forth in this Section 3.2.1(a)(ii2.06. During the 30-day period following the delivery of a Notice of Disagreement, Vista Outdoor and Revelyst shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, Vista Outdoor and Revelyst shall, unless agreed by Vista Outdoor and Revelyst in writing otherwise, submit to the Independent Expert for review any and all matters that remain in dispute and were included in the Notice of Disagreement. Vista Outdoor and Revelyst shall instruct the Independent Expert to render its decision as to the disputed items and the effect of its decision on the Closing Statement as promptly as practicable but in no event later than 60 days after the date of such submission. Each of Vista Outdoor and Revelyst shall furnish (subject to the execution of any required customary access letters) to the Independent Expert and to one another, such working papers and other relevant documents and information reasonably relating to the disputed items, and shall provide interviews and answer questions, as the Independent Expert may reasonably request in connection with its determination of such disputed items. In the event Vista Outdoor or Revelyst shall participate in teleconferences or meetings with, or make presentations to, the Independent Expert, both Vista Outdoor and Revelyst shall be entitled to participate in such teleconferences, meetings or presentations. The terms of appointment and engagement of the Independent Expert shall be as agreed upon between Vista Outdoor and Revelyst in writing and such terms shall obligate the Independent Expert to keep any nonpublic information shared with it confidential and not to disclose such information without approval from Vista Outdoor and Revelyst. (d) In resolving any disputed item, the Independent Expert (i) shall act in the capacity of an expert and not as an arbitrator, (ii) shall limit its review to whether matters specifically set forth in the Notice of Disagreement as a disputed item, other than matters thereafter resolved by mutual written agreement of Vista Outdoor and Revelyst pursuant to Section 2.06(c), were determined in accordance with the terms of this Agreement, (iii) shall not assign a value to any disputed item greater than the greatest value for such item, or less than the smallest value for such item, claimed in the Closing Statement or in the Notice of Disagreement, (iv) shall make its determination based solely on written materials and oral communications made available to the Independent Expert in accordance with Section 2.06(c) (i.e., not on independent review) and (v) shall not consider any proposals related to settlement of any disputed items made by Vista Outdoor or Revelyst. The Independent Expert is not authorized to, and shall not, make any other determination, including (A) any determination with respect to any matter included in the Closing Statement or the Notice of Disagreement that was not submitted for resolution to the Independent Expert, (B) any determination as to the accuracy of any representation or warranty in this Agreement or any other Transaction Document or (C) any determination as to compliance by either Party of any of its respective covenants in this Agreement or any other Transaction Document. Any dispute not within the scope of disputes to be resolved by the Independent Expert pursuant to this Section 3.2.2(a2.06 shall be resolved as otherwise provided in this Agreement. Any determination by the Independent Expert, and any work or analyses performed by the Independent Expert, may not be offered as evidence of a breach of this Agreement (other than a breach of this Section 2.06) in any Action between the Parties. (e) The final determination by the Independent Expert of each matter submitted to it in accordance with Section 2.06(c) shall (i) be in writing, (ii) include the Independent Expert’s calculation of the Closing Adjustment Amount, (iii) include the Independent Expert’s determination of each disputed item submitted to it in accordance with Section 2.06(c), (iv) include a brief summary of the Independent Expert’s reason for its determination of each disputed item and (v) include a determination of the apportionment of the Independent Expert’s fees and expenses as applicablebetween Vista Outdoor, on the one hand, and Revelyst, on the other hand, in accordance with the provisions of Section 2.06(f). (f) The resolution of disputed items by the Independent Expert shall be final and binding (other than in the case of fraud or manifest error) and an order may be entered in respect thereof by a court having jurisdiction over the Party against which such determination is to be enforced. The fees and expenses of the Independent Expert pursuant to this Section 2.06(f) shall be allocated between Vista Outdoor, on the one hand, and Revelyst, on the other hand, in inverse proportion as they may prevail on the final amount of the adjustment of the disputed items submitted to the Independent Expert. For example, in the event that Revelyst asserts that the calculation of Closing Cash should have been 10% higher than the amount set forth in the Closing Statement, and the Independent Expert determines that the final amount of Closing Cash is 7% higher than the amount set forth in the Closing Statement, then 70% of the fees and expenses of the Independent Expert shall be paid by Vista Outdoor and 30% of the fees and expenses of the Independent Expert shall be paid by Revelyst. (g) Within five (5) Business Days after the Closing Statement becomes final and binding upon the Parties in accordance with this Section 2.06, if the Closing Adjustment Amount is: (i) greater than the Estimated Closing Adjustment Amount, then Vista Outdoor shall pay Revelyst an amount of cash equal to such difference; (ii) less than the Estimated Closing Adjustment Amount, then Revelyst shall pay Vista Outdoor an amount of cash equal to such difference; or (iii) equal to the Estimated Closing Adjustment Amount, then neither Party shall have any obligation to make a payment to the other Party in respect thereof. (h) Each Party acknowledges that the agreements contained in this Section 2.06 are an integral part of the Transactions, and that, without these agreements, the other Party would not have entered into this Agreement and each other Transaction Document to which it is a party. Accordingly, if a Party fails to promptly pay any amount due pursuant to this Section 2.06 (such Party, the “Defaulting Party”), and, in order to obtain payment of such amount, the other Party commences a legal action which results in an order against the Defaulting Party for such amount, or any portion thereof, the Defaulting Party shall pay to the other Party such other Party’s out-of-pocket, reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with such legal action, together with interest on such due and unpaid amounts pursuant to this Section 2.06 at a rate equal to (i) the prime rate as published in The Wall Street Journal in effect on the date such amount was required to be paid plus (ii) 2% through the date such payment was actually received. (i) Vista Outdoor agrees that, from the Closing Date through the date that the Closing Adjustment Amount is finally determined in accordance with this Section 2.06, it shall not, and shall cause each other member of the Vista Outdoor Group not to, take any action with respect to any accounting books, records, policies or procedures on which the Closing Statement is based that would impede or delay the final determination of the Closing Adjustment Amount. (j) Notwithstanding anything to the contrary in this Agreement or any investigation or examination conducted, or any knowledge possessed or acquired, by or on behalf of Vista Outdoor or Revelyst, the process set forth in this Section 2.06 shall be the sole and exclusive remedy between the Parties for any disputes related to the items required to be included or reflected in the calculation of Closing Cash, Closing Working Capital, Closing Debt, Transaction Expenses, Closing Taxes, Closing Transaction Tax Deductions and the Closing Adjustment Amount. (k) For the purposes of this Agreement: